August 23, 2021 The Manager, Listing Department, BSE ...

IIFL WEALTH MANAGEMENT LIMITED

Corporate & Registered Office: IIFL Centre, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013 TEL: (91-22) 4876 5600 | FAX: (91-22) 4875 5606

www.iiflwealth.com CIN: L74140MH2008PLC177884

August 23, 2021 The Manager, Listing Department, BSE Limited, Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai 400 001. Tel no.: 22721233 BSE Scrip Code: 542772

The Manager, Listing Department, The National Stock Exchange of India Ltd., Exchange Plaza, 5 Floor, Plot C/1, G Block, Bandra - Kurla Complex, Bandra (E), Mumbai 400 051. Tel No.: 2659 8235 NSE Symbol: IIFLWAM

Dear Sir/Madam, Subject : Notice of Annual General Meeting (“AGM”) - Intimation under Regulation 30 and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) We would like to inform you that the AGM of IIFL Wealth Management Limited (“Company”) will be held on Tuesday, September 14, 2021, at 3.00 P.M. (IST) through Video Conferencing or Other Audio Visual Means and the deemed venue of the meeting shall be the Registered Office of the Company at IIFL Centre, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai, Maharashtra, 400013. In compliance with the General Circular No. 20/2020 dated May 5, 2020, read with General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020 and General Circular No. 02/2021 dated January 13, 2021, issued by Ministry of Corporate Affairs (“MCA Circulars”) and Circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021, issued by the Securities and Exchange Board of India (“SEBI Circulars”) and relevant provisions of the Companies Act, 2013 and Listing Regulations, the AGM will be held without the physical presence of the shareholders at a common venue. In terms of the provisions of Regulation 30 and Regulation 34 of the Listing Regulations, the Annual Report of the Company for the Financial Year 2020-21 ("Annual Report") along with the Notice of the AGM is enclosed herewith. Further, in accordance with the aforesaid MCA Circulars and SEBI Circulars, the Notice of the AGM along with the Annual Report is being sent only by electronic mode to those shareholders whose email addresses are registered with the Company / Depository Participants. The Annual Report together with the Notice of the AGM is being dispatched to the shareholders today i.e. August 23, 2021.


Corporate & Registered Office: IIFL Centre, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013 TEL: (91-22) 4876 5600 | FAX: (91-22) 4875 5606

www.iiflwealth.com CIN: L74140MH2008PLC177884

The Annual Report contains the information to be given and disclosures required to be made in terms of Regulation 34(2) and 34(3) of the Listing Regulations. The agenda items proposed to be taken up at the AGM as recommended by the Board of Directors are as mentioned below:

Sr. No.

Proposed Items to be transacted Resolutions to be passed

Manner of approval

1. Adoption of financial statements (standalone & consolidated) for the financial year ended March 31, 2021

Ordinary Resolution Voting through electronic means

2. Re-appointment of Mr. Nirmal Jain (DIN: 00010535) as a director liable to retire by rotation


3. Re-appointment of Mr. Venkataraman Rajamani (DIN: 00011919) as a director liable to retire by rotation


4. Issuance of Non-Convertible Debentures on private placement basis

Special Resolution Voting through electronic means

Kindly take the same on record and oblige. Thanking you, Yours Truly,

For IIFL Wealth Management Limited Rohit Bhase Company Secretary & Compliance Officer (ACS: 21409) Email: [email protected] Encl: a/a

IIFL WEALTH MANAGEMENT LIMITEDCIN: L74140MH2008PLC177884

Regd. Office: IIFL Centre, Kamala City, Senapati Bapat Marg, Lower Parel (West), Mumbai - 400013

Tel: (+91-22) 4876- 5600, Fax: (+91-22) 4646-4706,

E-mail: [email protected], Website: www.iiflwealth.com

NOTICE OF THE ANNUAL GENERAL MEETING

NOTICE is hereby given that the Fourteenth Annual General Meeting of the Members of IIFL Wealth Management Limited (the “Company”) will be held on Tuesday, September 14, 2021, at 3.00 p.m. through Video Conferencing (“VC”)/ Other Audio Visual Means (“OAVM”) to transact the following businesses:

ORDINARY BUSINESS:

1. To consider and adopt the standalone and consolidated financial statements of the Company for the financial year ended March 31, 2021, together with the Directors’ and Auditors’ Reports thereon.

2. To appoint a Director in place of Mr. Nirmal Jain (DIN: 00010535), who retires by rotation and being eligible, offers himself for reappointment.

3. To appoint a Director in place of Mr. Venkataraman Rajamani (DIN: 00011919), who retires by rotation and being eligible, offers himself for reappointment.

SPECIAL BUSINESS:

4. ISSUE OF NON-CONVERTIBLE DEBENTURES ON PRIVATE PLACEMENT BASIS.

To consider and if thought fit, to pass the following resolution, as a Special Resolution:

“RESOLVED THAT pursuant to (i) the provisions of Section 23, 42, 71, 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013, read with applicable rules framed thereunder including the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014 (including any statutory modification(s) or re- enactment(s) thereof, for the time being in force); (ii) the provisions of the Memorandum of Association and the Articles of Association of the Company; (iii) SEBI (Issue and Listing of Debt Securities) Regulations, 2008, as may be amended and applicable from time to time; (iv) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as may be amended and applicable from time to time; (v) and all other applicable acts, regulations, rules, guidelines, circulars, directions, notifications and clarifications as may be issued, amended and applicable from time to time, and subject to such other consent(s), permission(s), sanction(s), as may be required from time to time, consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company

(hereinafter referred to as the “Board” which term shall be deemed to include any committee constituted / may be constituted by the Board of Directors of the Company or any other person(s), for the time being exercising the powers conferred on the Board of Directors by this Resolution and as may be authorized by the Board from time to time in this regard), to create, offer or invite subscriptions for and to issue and allot such number of secured / unsecured redeemable non-convertible debentures, in one or more series/ tranches, aggregating up to Rs. 250 crore (Rupees Two Hundred and Fifty Crore only) within the overall borrowing limits of the Company, during a period of 1 (one) year commencing from the date of passing of this Special Resolution, on private placement basis, to such persons and on such terms and conditions as the Board may from time to time, determine and consider proper and more beneficial to the Company including, without limitation, as to when the said Debentures are to be issued, the consideration for the issue, mode of payment, coupon rate, redemption period, utilization of the issue proceeds and all matters connected therewith or incidental thereto and to select, appoint and finalize the remuneration of various agencies, including but not limited to credit rating agencies, trustee, legal counsels, arrangers and any other agency(ies) associated with the issue of secured / unsecured redeemable non-convertible debentures.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all acts, deeds, things and to take all such steps as may be necessary, proper or expedient to give effect to this resolution and to settle all questions / doubts / queries / difficulties that may arise in this regard, at any stage without being required to seek any further consent or approval of the Members of the Company to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this Resolution.”

By Order of the Board of DirectorsFor IIFL Wealth Management Limited

Amit BhandariCompany Secretary & Compliance Officer

ACS – 25871Registered Office:IIFL Centre, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013Tel: (91-22) 4876 5600

Date: May 18, 2021Place: Mumbai

2

IMPORTANT NOTES:

1. In view of the continuing restrictions on the movement of people at several places in the country, due to outbreak of COVID-19, the Ministry of Corporate Affairs, Government of India (‘MCA’), and the Securities and Exchange Board of India (‘SEBI’), have allowed companies to conduct Annual General Meetings (‘AGM’) through Video Conference (‘VC’)/ Other Audio-Visual Means (‘OAVM’) during the calendar year 2021, without the physical presence of Members.

This AGM is being convened in compliance with applicable provisions of the Act and the rules made thereunder; provisions of the Listing Regulations; the provisions of General Circular No. 20/2020 dated 5th May 2020 read with General Circular No. 14/2020 dated 8th April 2020; General Circular No.17/2020 dated 13th April 2020 and General circular No. 02/2021 dated 13th January 2021 issued by the MCA and Circular No. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated 12th May 2020 and circular No. SEBI/ HO/CFD/CMD2/CIR/P/2021/11 dated 15th January 2021 issued by SEBI (‘MCA and SEBI Circulars’).

2. A statement pursuant to Section 102 of The Companies Act, 2013 (“Act”) (“Explanatory Statement”) relating to the special business(es) to be transacted at the Meeting, is annexed hereto. Additional information, pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) and Secretarial Standards on General Meetings (“SS-2”), in respect of the Directors seeking appointment/ re-appointment at the AGM, is furnished as Annexure A to the Notice.

3. The business set out in the Notice will be transacted through electronic voting system and the Company is providing facility for voting by electronic means.

For this purpose, necessary arrangements have been made by the Company with CDSL to facilitate remote e-voting and e-voting during AGM. The instructions for the process to be followed for remote e-voting and e-voting during AGM part of this Notice.

4. Pursuant to Section 113 of the Act, representatives of corporate members may be appointed for the purpose of voting through remote e-voting or for participation and voting in the Meeting to be conducted through VC/OAVM.

Corporate members intending to attend the Meeting through their authorised representatives are requested to send a certified true copy of the board resolution and power of attorney (PDF/JPG Format) if any, authorizing their representative to attend and vote on their behalf at the Meeting. The said resolution/authorization shall be sent to the Scrutinizer by email through its registered email ID address to [email protected] with a copy marked

to [email protected] and [email protected] .

5. A Member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote on his/ her behalf and the proxy need not be a Member of the Company. However, pursuant to aforesaid MCA Circulars and SEBI Circular, the AGM will be held through VC/OAVM and the physical attendance of Members in any case has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the Meeting and hence the Proxy Form is not annexed to this Notice.

6. In compliance with the aforesaid MCA Circulars and SEBI Circular, Notice of the Meeting along with the Annual Report for FY 2020-21 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories. Members may note that the Notice and Annual Report for FY 2020-21 will also be available on website of the Company, i.e. www.iiflwealth.com, website of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of the CDSL at www.evotingindia.com.

Notice and Annual report being sent to those shareholders who holds shares as on the cut-off date i.e. Friday, August 13, 2021.

7. Members attending the Meeting through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

Relevant documents referred to in the accompanying Notice and the explanatory statement, registers and all other documents will be available for inspection in electronic mode. Members can inspect the same by sending an email to the Company at [email protected].

8. Notice is also given under Section 91 of the Act read with Regulation 42 of Listing Regulations, that the Register of Members and the Share Transfer Book of the Company will remain closed from Friday, September 10, 2021 to Tuesday, September 14, 2021 (both days inclusive).

9. Process for registration of email id for obtaining Annual Report and User ID/password for e-voting and updation of bank account mandates are annexed to this Notice.

10. Members are requested to intimate changes, if any, pertaining to their name, postal address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, to their Depository Participants (“DPs”) in case the shares are held by them in dematerialized form and to the Registrar and Share Transfer Agents of the Company i.e. Link Intime India Private Limited (“Link Intime”) in case the shares are held by them in physical form.

3

The Company has designated an exclusive email id i.e. [email protected] to redress Members’ complaints/ grievances. In case you have any queries/ complaints or grievances, then please write to us at secretarial @iiflw.com.

Members seeking any information/desirous of asking any questions at the Meeting with regard to the accounts or any matter to be placed at the Meeting are requested to send email to the Company Secretary at [email protected] at least 7 days before the Meeting. The same will be replied by the Company suitably.

11. Additional information of Directors seeking appointment/re-appointment at the Meeting, as required under Regulation 26(4) and 36(3) of the Listing Regulation and "Secretarial Standard 2 on General Meetings" issued by Institute of Company Secretaries of India, is annexed to the notice.

12. Pursuant to the provisions of Section 108 and other applicable provisions of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended and Regulation 44 of the Listing Regulations, the Company is pleased to provide its members facility to exercise their right to vote on resolutions proposed to be passed in the Meeting by electronic means. The members may cast their votes using an electronic voting system from a place other than the venue of the Meeting (‘e-voting’).

16. In terms of the provisions of Section 152 of the Act, Mr. Nirmal Jain and Mr. Venkataraman Rajamani, Directors are liable to retire by rotation at the Meeting. The Nomination and Remuneration Committee and the Board of Directors of the Company re-commend their respective re-appointments.

17. The audited accounts of the Company and its subsidiary companies are available on the Company’s website, www.iiflwealth.com.

18. Voting instructions

Information and other instructions relating to e- voting are as under:

I. The Company has engaged the services of Central Depository Services (India) Limited (CDSL) to provide e-voting facility.

II. Voting rights shall be reckoned on the paid-up value of shares registered in the name of the member/ beneficial owner (in case of electronic shareholding) as on the cut-off date, i.e. Tuesday, September 7, 2021. A person who is not a member as on the cut-off date should treat this Notice for information purposes only.

III. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date, i.e. Tuesday, September 7, 2021, only shall

be entitled to avail the facility of e-voting/ Insta Poll.

19. Voting Results

I. The Board of Directors of the Company have appointed CS Mr. Nilesh Shah or failing him CS Ms. Hetal Shah of Nilesh Shah & Associates, a Practicing Company Secretary firm, Mumbai as scrutinizer to scrutinize the Poll on Demand and e-voting process in a fair and transparent manner.

The Scrutinizer, after scrutinizing the votes cast at the Meeting through Poll on Demand and through e-voting, will, not later than forty-eight hours from the conclusion of the Meeting, make a consolidated scrutinizer’s report which shall be placed on the website of the Company at www.iiflwealth.com and on the website of CDSL. The results shall simultaneously be communicated to the Stock Exchanges.

Subject to receipt of requisite number of votes, the Resolutions shall be deemed to be passed on the date of the Meeting, i.e. Tuesday, September 14, 2021.

20. Information and other instructions relating to e-voting are as under:

(i) The e-voting facility will be available during the following period:

Commencement of e-voting: From 9:00 a.m. (IST) on Thursday, September 9, 2021

End of e-voting: Up to 5:00 p.m. (IST) on Monday, September 13, 2021

The e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be disabled by CDSL upon expiry of the aforesaid period.

(ii) The Members who have cast their vote by remote e-voting prior to the Meeting may also attend/ participate in the Meeting through VC / OAVM but shall not be entitled to cast their vote again.

(iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions.

(iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

4

Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:

Type of shareholders Login Method

Individual Shareholders holding securities in Demat mode with CDSL

1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click on Login icon and select New System Myeasi.

2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of e-voting service provider i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers’ website directly.

3) If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration.

4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a eVoting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the eVoting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

Individual Shareholders holding securities in demat mode with NSDL

1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under eVoting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp.

3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote eVoting period or joining virtual meeting & voting during the meeting.

5

Type of shareholders Login Method

Individual Shareholders (holding securities in demat mode) login through their Depository Participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL:

Login type Helpdesk details

Individual Shareholders holding securities in Demat mode with CDSL

Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at 022- 23058738 and 22-23058542-43.

Individual Shareholders holding securities in Demat mode with NSDL

Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30.

The shareholders should log on to the e- voting website www.evotingindia.com.

(v) Click on the tab “Shareholders” module.

(vi) Enter your User ID:

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 character DP ID followed by 8 digits Client ID,

Members holding shares in physical form should enter Folio Number registered with the Company.

Or

Alternatively, if you are registered for CDSL’s EASI/EASIEST e-services, you can log-in at https://www.cdslindia.com from Login - Myeasi using your login credentials. Once you successfully log-in to CDSL’s EASI/EASIEST e-services, click on e-Voting option and proceed directly to cast your vote electronically.

(vii) Next enter the image verification as displayed and click on Login.

If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(viii) If you are a first-time user please follow the steps given below:

For Members holding shares in demat form and physical form

PAN Enter your 10-digit alpha-numeric PAN issued by Income Tax Department (applicable for both de-mat shareholders as well as physical shareholder).

Members who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number printed on the Attendance Slip indicated in the PAN field or if the same is not updated, member may send an e-mail to Link Intime at [email protected].

Dividend Bank Account Details OR Date of Birth (DOB)

Enter the Dividend Bank Account Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the Company records in order to login.

If both the details are not recorded with the Depository or Company, please enter the Member ID / folio number in the Dividend Bank details field as mentioned in instruction (v).

After entering these details appropriately, click on “SUBMIT” tab.

6

(ix) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password shall be used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e- voting on the resolutions contained in this Notice.

(xi) Click on the Electronic Voting Sequence Number (“EVSN”) for IIFL Wealth Management Limited on which you choose to vote.

(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvi) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

(xvii) If a demat account holder has forgotten the login password then enter the user ID and the image verification code and click on “Forgot Password” and enter the details as prompted by the system.

(xviii) Members can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from respective play stores. Please follow the instructions as prompted by the mobile app while voting on your mobile.

(xix) Note for non – individual shareholders and custodians

Non-individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and custodians are required to log on to www.evotingindia.com and register themselves as Corporates.

A scanned copy of the registration form bearing the stamp and sign of the entity should be emailed to [email protected].

• After receiving the login details a “Compliance User” should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

Alternatively, non-Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorised signatory who are authorised to vote, to the Scrutinizer or Company or Registrar and Transfer Agent at the email address viz [email protected] or [email protected] or [email protected] and if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected] or contact Mr. Nitin Kunder (022- 23058738) or Mr. Rakesh Dalvi (022-23058542/43).

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call on 022-23058542/43.

(xx) Instructions for Members for e-voting during the Meeting are as under:

i. The procedure for e-voting on the day of the Meeting is same as the instructions mentioned above for remote e-voting.

ii. Only those Members, who are present in the Meeting through VC/OAVM facility and have not cast their vote on the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system available during the Meeting.

7

iii. If any Votes are cast by the Members through the e-voting available during the Meeting and if the same Members have not participated in the Meeting through VC/OAVM facility, then the votes cast by such Members shall be considered invalid as the facility of e-voting during the Meeting is available only to the Members attending the Meeting.

21. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the Meeting.

22. Share transfer documents and all correspondence relating thereto, should be addressed to the Link Intime at C 101, 247 Park, L. B. S. Marg, Vikhroli West, Mumbai - 400 083 or at their designated email id i.e. [email protected].

23. The Company, consequent upon introduction of the Depository System (“DS”), entered into agreements with National Securities Depository Limited (“NSDL”) and CDSL. The Members, therefore, have the option of holding and dealing in the shares of the Company in dematerialised form through NSDL or CDSL.

24. The DS envisages elimination of several problems involved in the scrip-based system such as bad deliveries, fraudulent transfers, mutilation of share certificates etc. Simultaneously, DS offers several advantages like elimination of concept of market lot, elimination of bad deliveries, reduction in transaction costs, improved liquidity, etc.

25. To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any Member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned DP and holdings should be verified.

26. SEBI has mandated the submission of PAN by every participant of the securities market. Members holding shares in dematerialised form are, therefore, requested to submit their PAN to their DPs with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company/ Link Intime.

27. MCA on May 10, 2012 notified the Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012 (“IEPF Rules”), which is applicable to the Company. The objective of the IEPF Rules is to help the Members to ascertain the status of the unclaimed amounts and overcome the problems due to misplacement of intimation thereof by post etc. In terms of the said IEPF Rules, the Company has uploaded the information in respect of

the Unclaimed Dividends under “Investors Section” on the website of the Company.

28. As mandated by SEBI, effective April 01, 2019 except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in dematerialised mode with a depository. Accordingly, the Members of the Company were requested to open a demat account and submit physical securities to their DPs.

29. As per Regulation 40(7) of the Listing Regulations, read with Schedule VII to the said Regulations, for registration of transfer of shares, the transferee(s) as well as transferor(s) shall mandatorily furnish copies of their Income Tax PAN Card. Additionally, for securities market transactions and / or for off market / private transactions involving transfer of shares in physical mode for listed Companies, it shall be mandatory for the transferee(s) as well as transferor(s) to furnish copies of PAN Card to the Company/ Link Intime for registration of such transfer of shares. In case of transmission of shares held in physical mode, it is mandatory to furnish a copy of the PAN Card of the legal heir(s) / nominee(s). In exceptional cases, the transfer of physical shares is subject to the procedural formalities as prescribed under SEBI Circular No. SEBI/HO/MIRSD/DOS3/CIR/P/2018/139 dated November 06, 2018.

30. As per the provisions of section 72 of the Act, facility for making nominations is now available to Individuals holding shares in the Company. Members holding shares in physical form may obtain the Nomination Form from the Company’s RTA or can download the form from the Company’s website, viz., https://iiflwealth.com/Investor-Relations. Members holding shares in electronic form have to approach their DPs for completing the nomination formalities.

31. During the year 2020-21, the Company declared and paid two interim dividend(s) of Rs. 40/- and Rs. 30/- per equity share having face value of Rs. 2 each.

32. In accordance with the SS-2 on General Meetings issued by the Institute of Company Secretaries of India (‘ICSI’) read with Clarification/Guidance on applicability of SS- 1 and SS-2 dated April 15, 2020 issued by the ICSI, the proceedings of the AGM will be deemed, to be conducted at the Registered Office of the Company at IIFL Centre, Kamala City, Senapati Bapat Marg, Lower Parel (West), Mumbai - 400013. Since the AGM will be held through VC/OAVM, the route map of the venue of the Meeting is not annexed hereto.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE MEETING THROUGH VC/OAVM ARE AS UNDER:

1. Members will be provided with a facility to attend the Meeting through VC/OAVM through the CDSL

8

e-voting system. Shareholders may access the same at https://www.evotingindia.com under Shareholders/Members login by using the remote e-voting credentials. The link for VC/OAVM will be available in Shareholders/Members login where the EVSN of the Company will be displayed.

2. The Members can join the Meeting through VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the Meeting through VC/OAVM will be made available to at least 1000 members on first come first served basis.

However, the participation of large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors, Scrutinizer etc. are not restricted on first come first served basis.

3. Members are encouraged to join the Meeting through Laptops / iPads for better experience.

4. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the Meeting.

5. Please note that participants connecting from mobile devices or tablets or through laptop connecting via mobile hotspot may experience audio/video loss due to fluctuation in their respective network. It is therefore recommended to use stable wi-fi or LAN connection to mitigate any kind of aforesaid glitches.

Members who would like to express their views or ask questions during the Meeting may register themselves as a speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID/folio number, PAN, mobile number at [email protected] up to Friday, September 10, 2021 (5:00 p.m. IST). Those Shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the Meeting.

The Members who have not registered themselves can put the question on the chatbox available on the screen at the time of the Meeting.

Members who need technical assistance before or during the Meeting can send an email to [email protected] or call on 022-23058542/43.

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 (“THE ACT”) SETTING OUT MATERIAL FACTS IN RESPECT OF SPECIAL BUSINESS TO BE TRANSACTED AT THE ANNUAL GENERAL MEETING

The following statement sets out all material facts relating to the businesses mentioned under item no. 4 of the accompanying Notice:

ISSUE OF NON-CONVERTIBLE DEBENTURES ON PRIVATE PLACEMENT BASIS

As per Section 42 of the Act, read with the rules framed there under, a company offering or making an invitation to subscribe to Non-Convertible Debentures (NCDs) on a private placement basis is required to obtain the prior approval of the Members by way of a special resolution. Such an approval can be obtained once a year for all the offers and invitations made for such NCDs during the year.

In order to augment long-term resources for financing, inter alia, the ongoing expenditure and for general corporate purposes, the Board may, at an appropriate time, offer or invite subscription for secured/ unsecured redeemable non-convertible debentures, in one or more series/ tranches on private placement, issuable/ redeemable at par.

The approval of the Members is being sought by way of a Special Resolution inter-alia under Sections 42 and 71 of the Act read with the Rules made thereunder, to enable the Company to offer or invite subscriptions for and accordingly issue and allot NCDs on a private placement basis, in one or more tranches, during the period of one year from the date of passing of the Resolution at Item No. 4, within the overall borrowing limits of the Company, as approved by the Members from time to time.

None of the Directors/ Key Managerial Personnel of the Company/ their relatives is, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 4 of the Notice.

The Board recommends the Special Resolution set out at Item No. 4 of the Notice for approval by the Members.

By Order of the Board of DirectorsFor IIFL Wealth Management Limited

Amit BhandariCompany Secretary & Compliance Officer

ACS – 25871Registered Office:IIFL Centre, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013Tel: (91-22) 4876 5600

Date : May 18, 2021Place: Mumbai

9

ANNEXURE ‘A’ TO THE NOTICEDISCLOSURES RELATING TO DIRECTORS PURSUANT TO REGULATION 36(3) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECRETARIAL STANDARD-2 ON GENERAL MEETINGS:

Name Mr. Nirmal Jain Mr. Venkataraman Rajamani

Date of Birth/ Age December 11, 1966 (54 years) July 27, 1967 (53 years)

Date of first Appointmenton the Board

January 22, 2020 January 21, 2008

Shareholding in theCompany (as on March 31, 2021)

62,28,856 13,49,204

Brief Profile / Resume Mr. Nirmal Jain is a Promoter and Non-Executive Director on the Board. He holds a PGDM (Post Graduate Diploma in Management) from the Indian Institute of Management (IIM), Ahmedabad and is also a rank holder Chartered Accountant and a Cost Accountant. He started his career in 1989 with Hindustan Unilever Limited. He founded IIFL Group in 1995 when it started as an independent equity research company in India. Over the last 26 years, he has led the Group’s expansion, while remaining focused on financial services. The Group, through its four listed entities, has a leading presence in India’s wealth & asset management, consumer lending, securities trading & discount broking space. With an impeccable track record of governance and growth, the Group has attracted marquee investors and won accolades internationally.

Mr. Venkataraman Rajamani is a Promoter and Non-Executive Director on the Board. He holds a Post Graduate Diploma in Management from the Indian Institute of Management (IIM), Bangalore, and a Bachelors in Electronics and Electrical Communications Engineering from IIT Kharagpur. He joined the Company’s Board in 1999. He has been contributing immensely in the establishment of various businesses and spearheading key initiatives of the Group over the past 22 years. He has previously held senior managerial positions at ICICI Limited, including ICICI Securities Limited, and their investment banking joint venture with J P Morgan of US and Barclays – BZW. He has also worked as an Assistant Vice President with GE Capital Services India Limited in their private equity division. He has a varied experience of more than 30 years in the financial services sector.

Board Meetings attended during FY 2020-21

6 7

Experience and expertise in specific functional areas

Investment Banking, Equity Research, Strategic Management, Accounting and Finance

Investment Banking, Equity Research, Strategic Management, Accounting and Finance etc.

Qualification(s) Bachelor’s degree in commerce from the University of Mumbai and a post graduate diploma in management from the Indian Institute of Management, Ahmedabad, and he is a qualified chartered accountant. He is also a qualified cost accountant and obtained the all India second rank in an examination conducted by the Institute of Cost Accountants of India in 1987.

Bachelor’s degree in electronics and electrical communications engineering from the Indian Institute of Technology, Kharagpur and a Post Graduate Diploma in management from the Indian Institute of Management, Bangalore

Terms and Conditions ofAppointment orre-appointment

NA NA

Last Drawn Remuneration (including sitting fees andcommission)

Nil Nil

Relationship with otherDirectors and KMP

Not related to any Director / Key Managerial Personnel

Not related to any Director / key Managerial Personnel

10

Name Mr. Nirmal Jain Mr. Venkataraman Rajamani

Directorship in otherCompanies

1. IIFL Home Finance Limited

2. MNJ Consultants Private Limited

3. Pratham Education Foundation

4. IIFL Finance Limited

1. IIFL Finance Limited

2. IIFL Home Finance Limited

3. IIFL Management Services Limited

4. IIFL Securities Limited

5. IIFL Asset Management Limited

6. Orpheus Trading Private Limited

Chairman/Member in the Committees of the otherBoards of companies*

Name of the Company

Name of the Committee / Member or Chairman

Nil

Name of the Company

Name of the Committee / Member or Chairman

IIFL Home Finance Limited (Formerly India Infoline Housing Finance Limited)

Audit Committee – Member

IIFL Wealth Management Limited

Stakeholders Relationship Committee – Chairperson

IIFL Finance LimitedStakeholders Relationship Committee – Member

*Pursuant to regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, only two committees, viz. Audit Committee and Stakeholders’ Relationship Committee have been considered.

For ease of participation by Members, below are the key details regarding the AGM for reference:

Sr. No

Particulars Details of access

1 Link for live webcast of the AGM and for participation through VC/OAVM

www.evotingindia.com

2 Email ID for posting queries of AGM and speaker registration and period of registration

[email protected]

3 Link for remote e-voting www.evotingindia.com

4 Username and password for VC Members may attend the AGM through VC by accessing the link www.evotingindia.com by using the remote e-voting credentials. Please refer the instructions provided in the Notice.

5 Helpline number for VC participation and e-voting

Contact CDSL helpdesk by sending a request at [email protected] or contact at 022 2305 8738 or 022 2305 8542-43

6 Cut-off date for dispatch of Notice and Annual Report

Friday, August 13, 2021

7 Cut-off date for e-voting Tuesday, September 7, 2021

8 Time period for remote e-voting Commences on Thursday, September 9, 2021 (9.00 a.m. IST) and ends on Monday, September 13, 2021 (5.00 p.m. IST)

9 Registrar and Transfer Agent - Contact details

Link Intime India Private Limited

C 101, 247 Park, L. B. S. Marg, Vikhroli West, Mumbai - 400 083

E-mail: [email protected]

10 IIFL Wealth Management Limited – Contact details

IIFL Centre, Kamala City, Senapati Bapat Marg, Lower Parel (West), Mumbai - 400013

Tel: (+91-22) 4876-5600, Fax: (+91-22) 4646-4706.

E-mail: [email protected]

Annual Report 2020-21Annual Report 2020-21Annual Report 2020-21

OURPEOPLE

OURWEALTH

The COVID-19 disruption has been the single most defining period of our times. The suddenness, scale and impact have been staggering across all walks of life. And if there’s been one shining light that has come through for us during this period of disruption it is this –Our People.

Our annual report is a testament to them; through real human stories that present a picture of how we continue to deliver value in spite of the challenges.

Contents

Chairman’sMessage

04From theCEO’s desk

06Key FinancialHighlights

09

CorporateStructure

12Vision

1316

15

14Geographies

Our Businesses

WealthManagement

18IIFL-ONE 24

AssetManagement

22Landmarks

02 Annual Report 2020-21

DistinguishedLegacy

26Key People:Owners Workand Workers Own

28

Environmental,Social,Governance (ESG)

48

Events

59

In TheNews

64

Alliances andPartnerships

62

Presence onSocial Media

68

74

Directors’Report

104

134

ManagementDiscussion& Analysis

CorporateGovernanceReport

157

BusinessResponsibilityReport

166CompanyFinancials

326

CorporateInformation

70

Awards andAccolades

Corporate SocialResponsibility atIIFL WAM

54

TeamStories

34

03IIFL Wealth Management Ltd.

The past year has been unprecedented in many aspects. Our homes became our new workspace, Zoom calls replaced chats by the water cooler, and brainstorming sessions were dictated by the Wi-Fi. All this happened, even as we and the rest of the world, dealt with the stress and fear of managing the pandemic and its widespread impact.

With no playbook in hand, we drew on the strength and support of our people to navigate through these unprecedented times. Henry Ford once said, 'Coming together is a beginning. Keeping together is progress. Working together is success.' In the past year, this has been exemplified by our people and partners who have come together in varying ways to support each other and the organization.

It is this solidarity that has held us in good stead and will continue to anchor us as we wade through choppy waters in the aftermath of the pandemic. Inevitably, the way we work and

interact has irrevocably changed. At the same time, the uncertain and high-risk landscape has put a spotlight on risk-mitigation and now, more than ever before, brought to fore the importance of astute financial planning.

Technology is now playing a more integral role in our client’s journey and is becoming a fulcrum for growth. In parallel, the investment landscape is also going through a transition as tech-powered innovation engenders new products and unique investment avenues. A digital revolution is underway and we are enthused by the large number of possibilities in terms of product and service innovation that we, as one of the leading wealth managers of India, can provide to the industry.

I believe that we are currently at the cusp of a great opportunity. The strong stock market performance and a spike in savings has fuelled a wealth boom globally. According to a report by

Dear Shareholders,

Chairman’sMessage

Boston Consulting Group (BCG), financial wealth in India grew from 2015 to 2020 by 11% per annum to $3.4 trillion and is expected to grow by 10% per annum to $5.5 trillion by 2025. India is expected to lead percentage growth of fortunes in the coming years and that augurs well for IIFL Wealth & Asset Management. Your company is well-poised to seize opportunities by optimally leveraging technology while staying tethered to our core philosophy of putting people first and retaining the human element in wealth management. Less than 15% of high net worth individual (HNI) financial assets is managed by the top 25 wealth managers in India. Over the years, several global wealth managers have reduced their presence in the country even as Indian wealth managers continue to increase their share. Your company has fortified itself as one of the leading pure wealth management company in the country with assets under management of over `2,46,000 Crs as on March 31, 2021.

In the pages ahead, you will read about how your company’s bold move to change its business model a couple of years ago, has resulted in enhancing our leading position in the industry. On the asset management side too, our AMC has continued to innovate and pioneer thematic

funds which have seen an overwhelming response. You will be pleased to note that IIFLFocused Equity Fund, was amongst the best performing funds in its category.

The year gone by has been one of the toughest years for businesses across the globe. The future belongs to those businesses that can harness the value contributed by their people, to create the right products and distribute them in the most efficient way possible.

I would like to sincerely thank our fellow Board members, our stakeholders and our investors, for their constant support and trust reposed in us. Your company’s Board remains committed to ensure the highest levels of corporate governance.

As we keep a close eye on the changing wealth management landscape, we are confident that with the support of the management and the people at IIFL Wealth and Asset Management, we will continue to capitalise on emerging opportunities that can deliver long term, sustainable growth for our clients, our employees and our stakeholders.

Our annual report this year is dedicated to our people, who are our wealth.

I believe thatwe are currently at the cusp of a great opportunity. The

strong stock market performance and a spike in

savings has fuelled a wealth boom globally.


The past year has been unprecedented in many aspects. Our homes became our new workspace, Zoom calls replaced chats by the water cooler, and brainstorming sessions were dictated by the Wi-Fi. All this happened, even as we and the rest of the world, dealt with the stress and fear of managing the pandemic and its widespread impact. With no playbook in hand, we drew on the strength and support of our people to navigate through these unprecedented times. Henry Ford once said, 'Coming together is a beginning. Keeping together is progress. Working together is success.' In the past year, this has been exemplified by our people and partners who have come together in varying ways to support each other and the organization. It is this solidarity that has held us in good stead and will continue to anchor us as we wade through choppy waters in the aftermath of the pandemic. Inevitably, the way we work and

interact has irrevocably changed. At the same time, the uncertain and high-risk landscape has put a spotlight on risk-mitigation and now, more than ever before, brought to fore the importance of astute financial planning.

Technology is now playing a more integral role in our client’s journey and is becoming a fulcrum for growth. In parallel, the investment landscape is also going through a transition as tech-powered innovation engenders new products and unique investment avenues. A digital revolution is underway and we are enthused by the large number of possibilities in terms of product and service innovation that we, as one of the leading wealth managers of India, can provide to the industry. I believe that we are currently at the cusp of a great opportunity. The strong stock market performance and a spike in savings has fuelled a wealth boom globally. According to a report by

Nilesh VikamseyChairman,IIFL Wealth Management

Boston Consulting Group (BCG), financial wealth in India grew from 2015 to 2020 by 11% per annum to $3.4 trillion and is expected to grow by 10% per annum to $5.5 trillion by 2025. India is expected to lead percentage growth of fortunes in the coming years and that augurs well for IIFL Wealth & Asset Management. Your company is well-poised to seize opportunities by optimally leveraging technology while staying tethered to our core philosophy of putting people first and retaining the human element in wealth management. Less than 15% of high net worth individual (HNI) financial assets is managed by the top 25 wealth managers in India. Over the years, several global wealth managers have reduced their presence in the country even as Indian wealth managers continue to increase their share. Your company has fortified itself as one of the leading pure wealth management company in the country with assets under management of over `2,46,000 Crs as on March 31, 2021. In the pages ahead, you will read about how your company’s bold move to change its business model a couple of years ago, has resulted in enhancing our leading position in the industry. On the asset management side too, our AMC has continued to innovate and pioneer thematic

funds which have seen an overwhelming response. You will be pleased to note that IIFL Focused Equity Fund, was amongst the best performing funds in its category. The year gone by has been one of the toughest years for businesses across the globe. The future belongs to those businesses that can harness the value contributed by their people, to create the right products and distribute them in the most efficient way possible. I would like to sincerely thank our fellow Board members, our stakeholders and our investors, for their constant support and trust reposed in us. Your company’s Board remains committed to ensure the highest levels of corporate governance. As we keep a close eye on the changing wealth management landscape, we are confident that with the support of the management and the people at IIFL Wealth and Asset Management, we will continue to capitalise on emerging opportunities that can deliver long term, sustainable growth for our clients, our employees and our stakeholders. Our annual report this year is dedicated to our people, who are our wealth.


The year gone by has been unprecedented not only in terms of the impact of the pandemic but also from the perspective of how people came together to collectively support each other, envisage solutions, and embrace new ways of working and interacting. The IIFL Wealth and Asset Management family has shown immense resilience and achieved strong performance across financial and other metrics. Our growth momentum remains strong and we have been able to focus on successfully executing our critical strategic initiatives as well as initiating new ones. We look to sustain this performance and continue our delivery on growth as well as shareholder value. While the prevailing environment continues to be uncertain, both in terms of the pandemic and economic reconstruction, we have been able to support our clients with advice, product innovation and the required agility as together we navigate the current environment. We dedicate this annual report to all our people, clients, and stakeholders who have empowered us and enabled our success. The Asset Management business continues to show stellar growth and maintain its top quartile position on performance. We continue to focus on scaling up and selectively adding to our identified

strategies, including the long-short strategy. Having an in-house asset management company and NBFC also allows us to offer customised solutions to our clients. We are also one of the largest trusteeship services in the country and the chosen Advisor to our Client families. The team here includes estate planners and qualified legal professionals with experience of handling complex and sensitive matters.

As with all businesses, the COVID-19 pandemic has ensured a significant degree of adoption to digital activities. Most of our clients are now actively engaging with our relationship teams online and using our digital platforms more than ever before.

Dear Shareholders,

From TheCEO’s Desk

Financials: Performance despite Pandemic

Our overall AUM increased to `207,044 crores, up 31.9% for the full year. Our Average Recurring Revenue (ARR) Assets increased 12.7% QoQ to `1,01,969 Crs up 62.9% for the year. Total net flow for the year was more than `14,000 Crs, organically without including the flows that came in as a part of the L&T acquisition completed in April of last fiscal. We reported an overall revenue of `1,053 Crs, up 23.74% YoY. PAT for FY21 was up 78.9% at `369 Crs from `206 Crs in FY20.

Your company is a roster of relationships between people, processes and products; with

the potential to provide for, and preserve the interests of

all stakeholders.


Revenue model: Bold move turns resilient

Asset Management: Superior performance,Differentiated offerings

Digitisation: Adding a human touch

IIFL-ONE: Still one of its kind

Our overall Cost to Income ratio has reduced to 54%. This is testimony to our focus on increasing productivity as well as the cost optimization initiatives that we have been undertaking over the last fiscal. We maintained our aggressive dividend policy by paying out more than 70% of our FY21 PAT as dividend translating into `30 per share in addition to the special dividend of Rs. 40 paid as a part of the capital release initiatives.

Two years ago we embarked on a journey to create a more resilient and sustainable recurring revenue model, which is in line with global practices and followed by major global private banks. This not only boosts the firm’s revenue predictability, but also offers the clients a better outcome under advisory and other portfolio management offerings. I am happy to share that this transition has been progressing on a strong clip and our total revenue is back at FY19 levels. More importantly, the share of Annual Recurring Revenue (ARR) in the revenue from operations has increased from 43% in FY19 to 63% in FY21. This is on track to get us to the steady state of about 70 to 75% ARR over the next year. We continue to focus on fostering deep client relationships and holistically meeting the needs of our clients. Our success is reflected by the ~99% client retention seen during the year.

Our momentum and focus remain very strong on IIFL-ONE covering advisory and PMS, both the Discretionary PMS and Non-Discretionary PMS propositions. Under IIFL-One we have seen healthy growth with assets crossing the `30,000-crore mark. The proposition continues to gain acceptance across clients to the broader industry even as we continue to sharpen our propositions further to remain the market leader in this space. We continue to invest in the right sales, product and advisory teams, with a focus on hiring as well as upskilling our existing teams to meet emerging client as well as industry requirements.

Our alternates-focused asset management business has seen extremely strong traction with 70% increase in AUM for the full year. We

The COVID-19 pandemic has accelerated a digital transformation that was already underway. Investments in the technology and digital domains continue to be active across all aspects of our business. From comprehensively reimagining our client and banker journeys with the new age lens, to deploying technology to drive operational efficiencies and greater integration even with our external service providers, we continue to explore digital-first approaches to drive future growth.

Our ecosystem is built keeping in mind our clients' requirements at the forefront. The client web and mobile apps are used to access portfolio information; a multi-family office system – Altiore provides clients their entire family net worth. We also launched a WhatsApp Channel for our wealth and asset management clients which they can use to reach out to us for portfolio statements, queries, product information and even schedule a review. Internally, we strengthened our relationship managers (RM) analytics platform – Insights and have a strong CRM system that provides RMs complete details of their client portfolios and data linked intelligence.

Digitisation is a priority as the firm upgrades and as new technologies evolve at an ever-greater pace. We have appointed a leading global consultant to accelerate our digital strategy and initiatives on digitisation, prospecting and

continue to see strong flows into our listed and unlisted equity strategies driven by the strong performance of our funds, the differentiated offerings, as well as large institutional mandates. Manoj Shenoy, assumed charge as the Chief Executive Officer of our AMC with Anup Maheshwari continuing as the CIO. Amar Merani joined to head the Real Estate Strategy, further strengthening our senior leadership team. The AMC business is seeing tailwinds on the back of healthy performance across all our funds. Our listed equity mutual funds and portfolio managed schemes have done extremely well and we have also seen a stellar performance from our large pre-IPO funds on all the listed equity positions. The AMC has received a very encouraging response from both, new institutional clients as well as large distributors in the market. As we move forward in this business, we are well-positioned to win mandates as well as registrations with a lot of large distributors and institutional clients.


Work From Home: Unleashing people,potential & performance

Client Experiences: Curated to perfection

Karan BhagatFounder, MD & CEO,IIFL Wealth & Asset Management

Keeping in mind the safety and convenience of our clients, our client engagement activities were transformed to mostly online activities during the year, which included Masterclass series featuring among others, legendary investor Prem Watsa and William E Ford, CEO, General Atlantic; a Young Leaders Program aimed at preparing the next generation of leaders; IIFL-ONE Class Apart - a series on Wealth Preservation and TechTalks - featuring new age companies. IIFL WAM was closely associated with the ‘Invest India 2020’

Giving back to society: Laying astrong foundation

We at IIFL Wealth and Asset Management, strongly believe in enabling inclusion and launched collaborative efforts with existing philanthropic organisations to move the needle on impact. During the year, we established the IIFLW CSR Foundation to design and execute our Corporate Social Responsibility agenda with a focus on Education and Healthcare including COVID relief. We’ve contributed towards Give India’s India COVID Response Fund (ICRF) and supported relief initiatives that impacted over 56 lakh lives across 115+ towns and cities with cash relief support, humanitarian aid and healthcare interventions.

As we look back at the year that was, the spirit and unflinching support of our people and our partners stands out like a beacon of light. We remain extremely conscious of our responsibility towards our people, our investors, and the environment and are committed to playing a strong role in the sustainability and conservation of our planet. We will continue to support our people and look at initiatives for increasing productivity, deployment of technology, and selective outsourcing of transactional activities.

The landscape of the world has irrevocably changed in the aftermath of the pandemic. While uncertainties and challenges will continue to persist, the human spirit will always emerge triumphant. We understand that the future holds immense opportunities. At IIFL Wealth, we are ideally positioned and committed to delivering the best to our clients, our people andour shareholders.

onboarding of new clients, transaction execution and document signing are underway. Our app-based dashboards and portfolio review mechanisms provide clients and RMs, seamless access to portfolio holdings and analytics. Our new technology model is increasingly independent of asset and physical infrastructure - it is cloud-based and digitised; yet, tethered to our core values of human relationships that help engender greater client retention and loyalty.

Even before the early COVID-19 wave was impacting everyday business matters, we enabled our people to effortlessly operate from home. Your company is a roster of relationships between people, processes and products; with the potential to provide for and preserve the interests of all stakeholders. We played to our strengths. With laptops being delivered home and remote access for everyone; a resilient team ensured that client servicing stayed top priority. Our people ensured not only client retention, but also new client additions during the year - a culture we built with our people’s agility and focus. A culture which draws from the spirit of every team member, stakeholder, investor and client who form our ecosystem.

We ensured vaccine provisioning for our teams and the pre-emptive safety of our people. We bolstered our wellness services to take care of the morale and motivation of our people. From a doctor-on-call, yoga sessions, access to medicines and to mental health services and resources, we see the impact of the care-like-home culture we built in response to the pandemic. We reinstated salaries six months ahead of plans and also provided a direct increment in the salaries below a certain threshold, months ahead of the annual appraisal process.

conference focused on further strengthening business ties between India and Canada where our Honourable Prime Minister, Narendra Modi delivered the keynote address.


Key FinancialHighlights

FY 17

ASSETS UNDER MANAGEMENT(` Cr.) Excluding Custody

FY 18 FY 19 FY 21

1,12,4161,36,601

FY 20

1,38,792

2,07,044

85,902

NET REVENUES(` Cr.)

FY 17 FY 18 FY 19 FY 21

786

1,043 1,069

FY 20

850

1,053


PROFITABILITY(` Cr.)

FY 17 FY 18 FY 19 FY 21

264

369 384

206

369

FY 20

COST TO INCOME RATIO*

*Cost to income ratios have been calculated basis Net Revenues

FY 17 FY 18 FY 19 FY 21FY 20

51.1

0%

49.

70%

54

.20

%

66

.30

%

53.9

0%


*Relevant families is basis number of families with AUMin excess of `. 1 Cr

COUNT OF RELEVANT FAMILIES

FY 17 FY 18 FY 19 FY 21FY 20

3149

4023

51725322

6707

EMPLOYEES

FY 17 FY 18 FY 19 FY 21FY 20

675

884

995 887 861


IIFL Wealth Capital Markets Limited(erstwhile L&T Capital Markets Limited),became subsidiary of the Company on April 24, 2020

*IIFL Capital Pte Ltd, is jointly owned byIIFL Wealth Management Limited and IIFL Asia Pte Ltd.

DISTRIBUTION

IIFL Wealth DistributionServices Limited

ASSET MANAGEMENT

IIFL AssetManagement Ltd.

ADVISORY AND PMS

IIFL Wealth PortfolioManagers Limited

AMC TRUSTEE

IIFL Trustee Limited

FAMILY TRUSTEE

IIFL Investment Adviserand Trustee Services Limited

GIFT CITY

IIFL Wealth SecuritiesIFSC Limited

SOFTWARE SERVICES

IIFL Wealth Altiore Limited

CSR

IIFLW CSR Foundation

NBFC

IIFL Wealth Prime Limited

MAURITIUS

IIFL Asset Management(Mauritius) Ltd.

DUBAI

IIFL PrivateWealth Management

(Dubai) Ltd.

USA

IIFL Inc.

CANADA

IIFL Capital(Canada) Limited

SINGAPORE

IIFL Capital Pte. Ltd*

SINGAPORE

IIFL Securities Pte. Ltd

SINGAPORE

IIFL (Asia) Pte. Ltd.

WHOLLY-OWNED SUBSIDIARIES WHOLLY-OWNED SUBSIDIARIES

IIFL WEALTH ANDASSET MANAGEMENT

INTERNATIONALSUBSIDIARIES

DOMESTICSUBSIDIARIES

DISTRIBUTION

IIFL WealthCapital Markets Limited

Corporate Structure


VISIONTo be India’s leading wealth and asset management company, aligning interests of clients, shareholders and employees.


OurDomesticFootprint

Mumbai - Corporate Office

Ahmedabad

Amritsar

Bengaluru

Bhopal

Chandigarh

Chennai

Coimbatore

Goa

Hyderabad

Indore

Jaipur

Kanpur

Kochi

Kolkata

Lucknow

Ludhiana

New Delhi

Pune

Raipur

Surat

Vadodara

Varanasi

OurInternational

Footprint

Canada

Dubai

Mauritius

Singapore

United States

TranscendingGeographies


Our Businesses

OUR PEOPLE MANAGE WEALTH FOR YOU, YOUR FAMILY AND YOUR BUSINESS.

IIFL Wealth & Asset Management is a client-focused company offering wealth and asset management, lending solutions and estate planning services. Our values and ethos have ensured we are able to take a long-term view with our clients, employees and shareholders. Our unique integration of people, platform, products and principles - The Capital Code, as we call it, has helped us drive innovation across products and services by adopting the latest technology. To think long-term means to resist the temptations of short-term gains in favour of sustainable decisions. Our relationships and business have a long-term focus towards the lasting benefit of our clients, investors, and employees.

Wealth Management

Since inception, the company has served the highly specialized and sophisticated needsof high net worth individuals (HNIs) and ultra-high net worth individuals (UHNIs), family offices and institutional clients through a comprehensive range of tailored wealth management solutions. As one of the largest players in the wealth management space, we are able to provide clients with preferential access for sourcing and customizing investments with fund houses, institutional brokers and boutique managers. The company recognised that incremental innovation was vital to develop a holistic products platform that serves the evolving needs of the uber-rich. Crafting strategies that convert market challenges into opportunities is the key to creating and preserving wealth. We help India’s wealthiestto preserve, protect and grow their legacy.

Asset ManagementOur sizeable and growing asset management business has a leadership in alternates and is the second pillar of the firm, growing independently but with lots of synergies.

A disciplined and active investment management approach combined with intensive research allows us to tap into India’s potential to facilitate long-term wealth creation. Sharp focus remains on financial due diligence to achieve the goals of

capital preservation and growth. Our diversified suite of mutual funds, portfolio management schemes and alternative investment funds span across public and private equities with fixed income securities.

Estate Planning

We facilitate generational planning and asset transfer for clients by assisting on strategic trust formation and investment management of business and personal assets to ensure longevity of the solutions. We are the largest trusteeship service in the country, with more than 650 High Net Worth and Ultra-High Net Worth familiesas clients.

Lending Solutions

We offer a range of lending solutions to our clients across the spectrum of structured leverage. Our loan book of `3,620 crore as on31st March 2021 makes us the leading NBFC in India by asset size in the wealth management industry. We are rated AA by ICRA, the hallmark of trust among large institutional investors. To date, we have provided over 1,000 customers access to capital to facilitate investments in the markets, meet short term working capital requirements, early stage debt and even to undertake large acquisitions.


Wealth Management

In wealth management, we engage with clients in multiple capacities under one platform. These include distributor, advisory, broker, PMS manufacturer, AIF manager, mutual fund manager, alternative investments manager and portfolio manager. As a distributor, we have one of the most comprehensive product research teams enabling our open architecture recommendations across multiple product providers and asset classes. As an Advisory offering, we provide our clients different facets - pure advisory business, non-discretionary PMS business as well as discretionary PMS business. As a broker, we offer cost-effective and efficient prime brokerage services to our clients across all asset classes. As a PMS manufacturer, we offer both discretionary and non-discretionary options across risk profiles as well as customised bespoke mandates. As an AIF manager, we are a market leader with cutting-edge solutions across private equity; pre-IPO as well as structured credit ideas. As a mutual fund manufacturer, we provide select equity and debt strategies all of which continue to be in the top decile in terms of performance on a consistent basis. Our NBFC offers access to preferential lending terms. The company’s trusteeship service is one of the largest in the country and the chosen advisor to more than 650 High Net Worth and Ultra High Net Worth families for estate planning.

CUSTOMER SEGMENTS WE CATER TO

Entrepreneurs: Who have sold their businesses either partly or wholly

Senior executives: Who have exercised their stock options, or sold equity in their firms

Professionals: Including doctors, corporate lawyers, actors

Medium to large industrialists: Marquee families with substantial liquidity in their personal books

Corporate treasuries: Our expertise in Fixed Income and Debt and our capability to synthetically structure products give us access to some large corporate treasuries

Funds, endowments and family offices: Account for 70% of the international assets under FII sub accounts

Large traders: Our focus is on utilization of platform (funding limits, speed of execution and service levels)

CUSTOMERSEGMENTS

OF THECOMPANY

Entrepreneurs

Professionals

SeniorExecutives

Funds,Endowments

&FamilyOffers

LargeTraders

Mediumto Large

Industrialists

CorporateTreasuries


Five Ps of Wealth Management

These 5 pillars are instrumental to our success as they work together to perfectly align the client’s need and what the market has to offer.

PEOPLEWealth management is a people-centric business with high engagement levels. A quality team of experienced professionals across

relationship management, service management, product and other support teams, ensure that the highest level of service is provided to our clients. The team undergoes continuous learning through one-to-one mentorships and our dedicated Learning Management System (LMS), group engagements, and access to courses from leading global universities. Despite the pandemic, the number of hours of training increased to 13,000+hrs with 21 unique training programs through Virtual instructor-led training (VILT) & online sessions. These included trainings like Negotiation, Strategic & Trusted RM, Interpersonal skills, Time Management, Managerial Effectiveness and several master classes both for sales and non–sales functions. Employee equity ownership and a strong internal culture has led to perhaps the lowest attrition in the industry for team leaders.

PROPOSITIONOur ability to offer full scale wealth management services gives us the edge. We have an open architecture with a multi-manager platform. The

manufacturer selection process is rigorous and unbiased. Clients can segregate and manage their portfolios through various modes of engagement simultaneously. We provide avenues for diversification across asset classes. This provides the ability to generate steady-state returns above inflation with the least volatility and risk.

PLATFORMOur comprehensive suite of products and services is perhaps unmatched in the industry. We have one of the largest products and investment

teams which provide innovation and high-quality support. Our cutting-edge technology ensures the best in class Client Portfolio Reporting, In-Depth Analysis and Data Aggregation. An integrated lending solutions offering along with a strong estate planning practice complete the platform. Niche corporate finance services help clients with capital structuring for these businesses.

PROCESSWe have stringent standardised control mechanisms, which include personalised review and an assessment by the fund management

team. Our Portfolio Management Approach ensures client portfolios are managed in line with defined Investment Policy Statements, which are constantly monitored. Strong business intelligence, state-of-the-art technology and robust internal processes ensure seamless and efficient execution.

PRICINGTransparency and alignment of interest is synonymous with our firm. With the launch of IIFL-ONE, we pioneered the fee-based portfolio

management model in India. Our combined platform, which includes brokerage and allied services allow for All-In-Fee models, which ensures that our efforts are completely in alignment with our client’s objectives. From a client’s perspective, our scale enables attractive pricing of products.


IIFL-ONE's unique investment philosophy revolves around the following twin objectives –

Outperformance to the static asset allocation

Reducing volatility in the portfolio

A deep understanding of our clients helpsus personalise the offering to perfectly suit the client’s needs. It is an aggregationof our product expertise, active advice and discretionary services.

IIFL-ONE: Our wealth platform that institutionalises a range of investment options

Through IIFL-ONE we haveredefined client engagement for wealth management in India.


IIFL-ONE has been very well received by clients of IIFL Wealth & Asset Management. This proposition has seen a robust growth in assets under management. Our clients have experienced and understood the efficacy of the IIFL-ONE proposition along with the overall value that it brings to their objective of long term risk-adjusted growth of their wealth.

IIFL-ONE has successfully delivered on the below attributes –

Process vs Personalisation: Providingprocess-oriented solutions for clients while ensuring each solution is a suitable mix to achieve their specific long-term goals.

Short Term vs Long Term: Building portfolios with an eye on the long-term return, while optimization and balancing the portfolio for short term outperformance and opportunities.

Core vs Satellite: This philosophy has ensured that product ideas do not drive investment strategy in the core portfolio. While core portfolio provides stability, long-term appreciation, liquidity on a risk adjusted basis, the satellite portfolio is innovative in nature and tactically managed keeping in mind the economic and market conditions. Institutional Processes: IIFL-ONE is a platform that institutionalises a range of investment

options for clients under a competitive and transparent fee structure. A deep understanding of our clients helps us personalise the offering to perfectly suit the client’s needs. It is an aggregation of our product expertise, active advice and discretionary services. Through IIFL-ONE we have redefined client engagement for wealth management in India.

Avoiding Conflict of Interest: As a proposition, IIFL-ONE reduces conflict of interest by entering into a transparent, commercial arrangement with clients and helps them avoid typical behavioral mistakes by adhering consistently to time-tested investment processes.

Transparent Fee Structure: At the heart of the IIFL-ONE proposition is its fee-based structure, that aligns our interest with our clients. We don’t get compensated by mutual fund managers or product vendors, instead we get compensated by our clients.

This can be witnessed below in the growth of the Assets Under Management:

FY 20 FY 21 YoY % Change

IIFL One Assets 17,720 27,940 58%

Discretionary PMS 4,410 8,753 98%

Non-Discretionary PMS 8,236 13,391 63%

Advisory 5,075 5,795 14%

Closing AUM in ` Crore

Source: IIFL WAM data book


IIFL-ONE Offerings AreBased On 5 Core Principles:

SIMPLE BY DESIGNWe believe portfolios should be simple.

This ensures that rebalancing of these portfolios, as indicated by our

proprietary models, is easily achievable. Successful portfolios ensure that complexity is minimised ensuring better tracking of instruments as well. Our model portfolios define a simple combination of direct stocks, ETFs, direct bonds and open ended mutual funds.

FOCUS ON ASSET ALLOCATIONGlobal studies have indicated that 94%

of the returns of long term portfolios are a function of asset allocation. Core asset

allocation for any investor is identified from the tenure of the capital as well as the risk tolerance of the investor. For IIFL-ONE, we have built a robust model that guides our asset allocation decisions. This model will help add alpha as against a passive asset allocation approach.

PROCESS DRIVENA core tenet of IIFL-ONE is the focus on the process as opposed to subjectivity in decision making. Allocation is reset in a

timely manner to maintain constant weights for each asset class. Market cap allocations are statistically computed to determine the optimal large & mid cap allocations. Instrument & fund manager selection is a critical factor to ensure appropriate product fitment. Various control factors are put in place to ensure portfolio governance to minimize risk.

EXPERIENCED TEAMThe fund management team comes with strong multi-asset experience of dealing with long term portfolios across multiple

cycles. The team is supported by asset class

experts who research every investment idea before it is added to the carefully curatedmodel portfolios.

COST EFFECTIVEControlling costs of the portfolios is an important facet of IIFL-ONE. IIFL-ONE pioneered the all-in-cost model which

gives the investor complete clarity on the total cost of the portfolio. This approach ensures stability in total costs besides creating savings for the client.

Determinants of Return At IIFL-ONE, we believe the following factors could contribute to outperformance over benchmark returns in the long run:

Asset Allocation: Insights into macroeconomic trends, market themes and a large input from our proprietary allocation model, ensures we dynamically modify our asset allocation.

Market Cap Allocation: Using our proprietary model, we determine the optimal equity allocation between large-cap and mid-cap to help deliver outperformance to index benchmarks.

Instrument Selection: Our experienced research team meticulously analyses various instruments to arrive at a whitelist. Investment ideas are then selected considering chosen investment approach and product suitability.

Portfolio Control Measures: A third party custodian handling settlements, dedicated centralised teams handling all trades and frequent portfolio reviews with clients among other measures helps in maintaining the optimum balance between performance and risk.


Offerings have been classified into the following:

1. SIGNATURE OFFERINGS: Portfolio manager has sole discretion in selecting investment ideas with adherence to permissible instruments and chosen investment approach for the strategy.

They include the following solutions:

Core AIF - A bouquet of high quality, liquid direct equity stocks and direct bonds picked through a rigorous research process.

Managed Solutions - Selection process brings together an array of mutual funds and ETFs using multiple parameters.

2. BESPOKE OFFERINGS: Portfolio manager creates customized portfolios in adherence to permissible instruments and selected investment approach.

They include the following solutions:

Treasury Solutions - Fixed Income portfolios focusing on the twin objectives of risk control and return optimization. This offering is run for the benefit of large corporate treasuries. It can be offered via both the discretionary and non-discretionary platform.

Mandate - Customized instrument selection that brings together high-quality instruments from a diversified universe. Clients define the portfolio guidelines and entrust the entire investment management process to our team of experts.

Consult - Portfolio created by expert fund management team from a diversified universe of high-quality instruments. Under this, we use our expertise to create a customised investment framework using the portfolio guidelines defined by the clients.

Select Alpha PMS - Concentrated direct equity portfolio for the short to medium term formed by following a bottom-up approach. This is a non-discretionary solution.

TreasurySolutions

Mandate

Consult

Select AlphaPMS

CoreAIF

ManagedSolutions

IIFL-ONE: PortfolioManagement Offerings



2008

2010

20152016

2017 2018 2019 2020 2021

IIFL Wealth was born. Largest structured note issuance of its time

Global footprint establishedas IIFL Inc set up international offices including Dubai, MauritiusSingapore and US

Acquired an NBFC,infusing ` 900 Crs as capital,and renamed it IIFL Wealth Finance Ltd.

IIFL AssetManagement’sSpecial Opportunities fund, the first-of-its-kind pre-IPO fund in India raised over`7500 Crs

AcquiredChennai-basedWealth Advisors India andBengaluru-basedAltiore Advisors

IIFL Wealth made a stake sale tofive renowned marquee investors

IIFL Wealthand AssetManagement gets listed onNSE and BSE

IIFL Wealth acquired L&T Capital Markets, a wholly-owned subsidiary of L&T Finance Holdings

IIFL Wealth’s consolidated AUM including custody assets at ` 2,46,083 Crs as on31st March 2021;6700+ families;800+ employees,115+ awards in13 years.

General Atlantic picked up 21.61% stake in IIFL Wealth & Asset Management. Thisinvestment endorsed the quality of team and business built over the years.

Acquired 'Finest WealthManagers’ in Pune adding`1,700 Crs to AUM

2009

2012 Reached `25,000 Crs AUM

22 Annual Report 2020-21 IIFL Wealth Management Ltd. 23

2013Acquired anAsset Management Company and a Private Equity Firm; launch of only success fee-based AlternativeInvestment Fund

2014Took lead in the AlternativeInvestment Fund space.IIFL Wealth & Asset Management is now the No.1 Manager ofAlternatives in India

2011Crossed the `1,500 CrsAUM mark in record time

Landmarks


2008

2010

20152016

2017 2018 2019 2020 2021

IIFL Wealth was born. Largest structured note issuance of its time

Global footprint establishedas IIFL Inc set up international offices including Dubai, MauritiusSingapore and US

Acquired an NBFC,infusing ` 900 Crs as capital,and renamed it IIFL Wealth Finance Ltd.

IIFL AssetManagement’sSpecial Opportunities fund, the first-of-its-kind pre-IPO fund in India raised over`7500 Crs

IIFL Wealth made a stake sale tofive renowned marquee investors

IIFL Wealthand AssetManagement gets listed onNSE and BSE

IIFL Wealth acquired L&T Capital Markets,a wholly ownedsubsidiary of L&TFinance Holdings

IIFL Wealth’s consolidatedAUM including custody assets at` 2,46,083 Crs as on31st March 2021;6700+ families;800+ employees,115+ awards in13 years!

General Atlantic picked up 21.61% stake in IIFL Wealth & Asset Management. Thisinvestment endorsed the quality of team and business built over the years.

Acquired 'Finest WealthManagers’ in Pune adding`1,700 Crs to AUM

2009

2012 Reached `25,000 Crs AUM

24 Annual Report 2020-21 IIFL Wealth Management Ltd. 25

2013Acquired anAsset Management Company and a Private Equity Firm; launch of only success fee-based AlternativeInvestment Fund

2014Took lead in the AlternativeInvestment Fund space.IIFL Wealth & Asset Management is now the No.1 Manager ofAlternatives in India

2011Crossed the `1,500 CrsAUM mark in record time

Landmarks

Despite the pandemic and changed working dynamics during FY21, our AUM grew by 70%, thanks to our People. The year saw net inflows of more than ` 10,000 Crs spread across asset classes and geographies. The year was particularly successful from institutional mandates perspective.

During FY21, IIFL Asset Management Company (IIFL AMC) continued its focus towards augmenting the product suite across four asset classes (listed equities, private equities, credit and real estate). The AMC also persisted with institutionalizing the internal processes across functions. In terms of client coverage, the company established connects with many offshore institutions and family offices. Domestically, on the sales and distribution front, the company added 43 new channel partners and undertook multiple sales and marketing related activities. During the year under review, the company witnessed net inflows of ~`10,000 Crs, driven by significant flows in the listed equity space. Both listed equity and private equity remain scale strategies with `15,738 Crs AUM in listed equity and `13,616 Crs AUM in private equity in FY21. Fixed income investment categories comprising of liquid mutual funds and structured credit products contributed `2,851 Crs to overall AUM while real estate funds contributed `5,118 Crs.

We believe that the lockdown/restrictions could have a short-term impact on most sectors, however the effect will be transient in nature. At this stage, where we anticipate delayed pick-up in the economic recovery (provided a third wave doesn’t derail the growth), we are focusing on opportunities across defensives and cyclicals based on our ROE and PAT growth parameters. While exposure to sectors such as Financials, Industrials, and Building materials are more structural in nature to benefit from the acceleration in the growth trajectory, we would also tactically look at opportunities in the defensive segment where the impact of the short-term disruptions is likely to be limited. We continue to focus on bottom up security selection while having a positive bias towards cyclical recovery and taking tactical calls based on themarket dynamics.

Considering the impact of the pandemic on the economy, most central banks resorted to another round of monetary easing to improve liquidity and support economic growth. The Reserve Bank of India also followed suit by announcing repo cuts, reduction in CRR for a year and improving liquidity through measures like Long Term Repo Operations (LTROs) to mitigate the adverse

impact of tightening financial conditions in the

domestic markets. Furthermore, usage of

unconventional steps like LTROs signifies RBI’s willingness to promptly act when necessary. This helped address the sudden steepening of the yield curve and a substantial spread between short term and long-term government debt securities. While the longer end of the yield curve remains attractive, a higher supply of both state and central government borrowing may offset some of the gains.

The year was particularly successful from institutional mandates perspective. Further, while maintaining our focus as an alternative asset manager, we have also explored opportunities across other product segments such as portfolio management services and mutual funds.

Developments Across Key Platforms:

Alternative Investment Funds (AIFs): During the first couple of quarters, our focus was primarily on raising commitments in already launched schemes viz. High Conviction Fund - Series 1, India Housing Fund - Series 2 and IIFL Seed Ventures Fund – Series.

In Q2, on unlisted equity side, AMC launched a new fund during the quarter, IIFL India Private Equity Fund Series 1A which intended to invest in financial intermediaries which are dominant players in their segments.

In Q3, we launched IIFL Equity Opportunities Fund, a fund of fund, which aims to provide a unique opportunity to invest in the best-in-class technology focused venture capital funds primarily focused at providing follow on capital to top performing digital companies along with other marquee investors.

In Q4, we launched another fund on unlisted

equity side, IIFL Special Opportunities Fund Series

8, which would invest in late stage consumer tech

deals. The fund received a fantastic response.

Portfolio Management Services (PMS): On listed equity front, in PMS, while regular sales from distributor platforms continued during the year, multiple communications to investors informing about product performance and offering easy one click top-ups in PMS strategies were sent. The business in PMS was disrupted due to the pandemic, but IIFL AMC had launched editable forms to enable business continuity. In Q4, we added a new strategy, IIFL Phoenix Portfolio which intends to create a portfolio of such businesses with an established track record, which have the potential to see a sharp improvement in fundamentals in the future.

Over the year, we continued to onboard new distribution partners and achieve scale across our existing products (Multicap and Multicap advantage PMS). Despite disruptions, PMS witnessed healthy net inflows during the year.

Human capital is quintessentialto any organization, and at IIFL AMC, we witnessed valuable accretion of human capital over the past year as the total head count increased to 131. Mr. Manoj Shenoy with close to three decades of valuable experience in the financial services industry also assumed charge as the Chief Executive Officer, further strengthening our senior leadership team.

Mutual Funds (MFs): Given our continued focus on scaling up IIFL Focused Equity Fund, we were able to add net inflows of `379 Crs during the year. For most of the year, the fund was amongst the best performing fund in its category. Additionally, in order to increase its reach across platforms, we laid emphasis on increasing SIPs in the scheme from online channels.

Offshore/Institutions: In terms of client coverage, we have established connect with many offshore institutions, wealth funds and

family offices over the past year. During the year, we received an additional investment from one of our existing advisory mandates. We also received a new mandate from an institutional investor.

In the coming year, we would continue to explore

opportunities to enhance our product offering

across our four asset classes i.e. listed equities,

private equities, credit and real estate. We aim to

maintain our position as the largest alternative

asset manager in India and build a complete

range of product offerings across asset classes.

Asset Management:Valuable accretion ofhuman capital





































We aim to maintain our position as the largest alternative asset manager in India and build a complete range of product offerings across asset classes.






















Venkataraman holds a Post Graduate Diploma in Management from Indian Institute of Management (IIM), Bangalore and Bachelor in Electronics and Electrical Communications Engineering from IIT Kharagpur. He joined IIFL’s Board in July 1999 and has been contributing immensely in the establishment of various businesses and spearheading key initiatives of the group. He has a varied experience of close to three decades and has held senior managerial positions in ICICI Ltd and GE Capital Services India Limited in their private equity division.

Nirmal holds a PGDM (Post Graduate Diploma in Management) from the Indian Institute of Management (IIM), Ahmedabad and is a rank holder Chartered Accountant and a Cost Accountant. Over the last 26 years, he has led expansion of IIFL while remaining focused on financial services. Under his leadership, IIFL Group has attained its position as a dominant and diversified player in the financial services space. With an impeccable track record of governance and growth, IIFL has attracted marquee investors and won accolades internationally.

MR. NIRMAL JAINFounder, IIFL Group

Co-Promoter, IIFL GroupMR. R. VENKATARAMAN

DistinguishedLegacy


Karan has close to 25 years of experience in the financial services industry. He is responsible for providing direction and leadership towards the achievement of the organization’s philosophy, mission, vision and its strategic goals and objectives. He has built a team of talented professionals, who work with and for, some of the most distinguished wealthy families in India and abroad.

Yatin has close to 25 years of experience in the financial services industry, across equity research and private wealth management. He focuses on the wealth advisory practice besides client services, marketing and client experiences. He is responsible for introducing the IIFL Wealth & Asset Management proposition to new clients, as well as expanding the relationship with existing clients.

KARAN BHAGATFounder, Managing Director & Chief Executive Officer,IIFL Wealth Management Ltd.

Co-founder, Joint-CEO,Wealth management business

YATIN SHAH

Anirudha has close to 25 years of experience in the financial services industry across consumer, commercial and private banking. He has been instrumental in building IIFL Wealth & Asset Management’s business across the globe. He is responsible for the wealth advisory practice across business verticals and geographies. Anirudha brings to the table a rich commercial banking experience and strong client relationships.

ANIRUDHA TAPARIA Joint-CEO,Wealth management business

Key people:Owners work andworkers own


Manoj has three decades of experience in the financial services industry. He possesses comprehensive understanding of diverse facets of financial services, including private banking, investment banking, stock broking, estate and succession planning. Prior to joining IIFL Wealth,Manoj was the CEO at L&T Financial Services - Wealth Management business.

Chief Executive Officer, IIFL Asset Management MANOJ SHENOY

Anup has more than 25 years of experience in financial services and is responsible for the investment and strategy for IIFL AMC’s business including mutual funds and Alternative Investment Funds (AIFs). He plays a key role in meeting the company’s aggressive growth goals as well as product development and devising an innovative investment strategy.

Chief Investment Officer, IIFL Asset ManagementANUP MAHESHWARI

Anshuman has two decades of deep expertise in strategy and business planning, and is reinforcing the company’s capabilities to drive performance. His ability to implement large-scale organization transformation and performance improvement is delivering tangible impact for clients and employees. Prior to IIFL Wealth, he was with A.T. Kearney since June 2001, and was last designated as Partner and Lead, Energy & Process Industries.

Chief Operating OfficerANSHUMAN MAHESHWARY


Executive Directors

Umang has more than two decades of experience in investments and wealth management. He provides strategic guidance for investment decisions across asset classes including equities, real estate, fixed income, commodities and alternatives with a focus on continuous product innovation.

UMANG PAPNEJA Executive Director and Chief Investment Officer, IIFL Wealth

Shaji Kumar has more than two decades of experience spread across large private sector banks. He is responsible for expanding and growing the wealth business in the southern region of India and spearheads the international business in UAE.

Executive DirectorSHAJI KUMAR DEVAKAR

Vinay has more than two decades of experience in the financial services industry, across wealth and asset management. His primary responsibility is to carry out wealth management activities for HNI clients in the Western and Southern regions, while executing sales strategies nationwide.

Executive DirectorVINAY AHUJA


Senior Managing Partners

GIRISHVENKATARAMAN Estate Planning

HIMANSHU JAIN Lending Solutions

HIMADRI CHATTERJEE Key Clients Group

AMAR MERANI Real Estate

NIRAJ MURARKA Credit Risk

A PRAMOD KUMAR IIFL-ONE


SIDHARTHA SHAW VIJEETA SHARMA SUDHINDRANATH PAIKASTURI

NIKUNJ KEDIA PRAVIN SOMANI

Presidents

ANIRBAN BANERJEE Human Resources

MIHIR NANAVATI Accounts & Finance

PAVAN MANGHNANI Corporate Strategy & IR

Managing Partners

ABHAY AMRITE ASHISH AHUJA

JITEN SURTANI

HEMANT LAKHOTIYA


Senior Executive Vice Presidents

SHUJAUR SIDDIQUIThird PartyProducts

VIPUL GALA Operations

SANDEEP JOSHI Legal

ABHISHEK CHANDRA Technology

ANU JAIN Equity Brokerage

JAPHIA WALKER Client Services

PARINAZ VAKIL Digital

RAGHUVIR MUKHERJI Business Risk

RONAK SHETH Marketing &Client Experiences


Team Stories

Our peopleOur Pride


The section ahead is a tribute to our inspiring teams who drive the success at IIFL Wealth & Asset Management. The stories show how our people preserved our clients' trust and ensured seamless service through the pandemic. As they adapted to the new normal, they ensured connectivity, engagement, seamless execution and client servicing.

There are countless stories of the risks taken and the resilience displayed in the face of a debilitating pandemic that threatened to separate us. Our people acted with an owner's mindset to ensure stakeholders were well informed and stayed connected. The images and stories of our teams are just a small representation of the times our people underwent.

With immense pride in the journey of each member, we introduce to you the IIFL Wealth and Asset Management family, and their tenacity to perform through the pandemic.


Asset Management

As the Makers in the organization; this team has

seen pivotal growth in the past year or so. They

know a determination like no other. Pandemic or

not, the way our MAKERS have navigated the

challenges is exemplary of an Arctic Tern flying

through a storm; straight towards the goal.

One swift manoeuvre at a time; our AMC Team has

held their sails on the stormy winds with great

panache. Despite the pandemic and changed

working dynamics during FY21, our MAKERS

ensured that AUM grew by 70%. The team also

added 43 new channel partners and undertook

multiple sales and marketing-related activities.

In terms of client coverage, the efforts of our

MAKERS to establish connections with many

offshore institutions and family offices over the

past years, resulted in IIFL AMC securing a mandate from a marquee institutional investor.

To ensure business continuity on the PMS front, the IIFL AMC launched editable forms; even adding IIFL Phoenix Portfolio in the fourth quarter, which intends to create a portfolio of businesses with an established track record and the potential to see a sharp improvement in fundamentals in the future. Given their continued focus on scaling up IIFL Focused Equity Fund, the team was able to add healthy net inflows during the year.

With this track record, one can only imagine what highs are written in the future. While the aim remains accurate; the targets are ever evolving. One thing is for sure, this is the team that makes dreams possible, with results.

MAKERS: Managing Assets; Keenly, Efficiently,Robustly and Swiftly



Client Services &Operations

For a service business like ours, few company functions were hit hardest by the pandemic, including Client Services and Operations.

During these trying times, the immediate focus by leaders and representatives of these teams was across four key areas: 1) enabling service representatives with the right infrastructure to work remotely 2) meeting clients’ urgent needs with empathy and care 3) rapidly innovating customer journeys to provide undisrupted service to customers and 4) focusing on long-term capabilities for fluid times ahead.

Providing for customers’ needs started with thinking about employees first. The entire Client Services team of 100+ members was equipped with all immediate infrastructure they required, to work remotely. Another fundamental focus area was continuing to deliver a seamless customer onboarding experience. Within a record time, a digital onboarding platform was built, which was paperless, seamless and designed to function with an e-signature of the client.

The team also realized that it was now more than ever, that clients needed extra information, guidance, and support to navigate a novel set of challenges. Instead of burdening the service representatives further, the team set up six central functions to cater to six high priority areas (like Query Management, Compliance Checks, Onboarding amongst others) to enable service deliveries, without sacrificing client experience. The Operations team found solutions to facilitate transactions, implemented major regulatory changes and supported multiple audit completions. It was the drive for efficiency and productivity that allowed these teams to fortify the organization, to operate with success, through the pandemic. What is even more admirable is their diligence, self-motivation to always go the extra mile in order to bring us where we stand today. At IIFL Wealth & Asset Management, to operate and service clients, took on a new and enriched dimension during the pandemic, with an unwavering focus on the short and long-term.

CLIMBERS: Committed, Liable, Impactful andMasterfully Building Responsible Servicing



Finance

The pandemic presented the finance function with many unprecedented challenges, putting finance leaders under pressure in ways that were not anticipated and posing new demands on the function too.

To begin with, the finance function is often not used to working remotely. Moreover, the outbreak happened around the same time as our upcoming annual disclosures. This overwhelming disruption was the first and yet, the most formidable test of resilience for the team. From empowering the Finance team members with all the data and infrastructure they needed for working remotely, to co-ordinating with auditors and board members from multiple locations, to getting all leadership approvals; the team managed a successful, timely,

and error-free execution of all regulatory and reporting priorities. In the coming days, weeks, and months, not just quarterly results but adherence to all statutory compliances – be it TDS, Income Tax, among others - were all delivered timely and accurately. Another major focus area was to accelerate the overall digital transformation agenda for the Finance team, in the realm of vendor payments. With a transformation mindset for long-term viability in mind, a new payment process was set in motion, to ensure all vendor invoicing and payments continued in an uninterrupted way, posing a huge victory for our firm and its brand.

ARCHERS: Appropriating Reserves; CoordinatingHealth, Expense and Regulation Squad


Human Resources &Admin

The Human Resources and Administration teams have responded to the unique challenges of the pandemic with passion, patience and perseverance. As the heart of the organization; they made sure that positive energies, flexibility and overall employee well-being were the focus for the year. Several initiatives were put into action - from handling medical and financial support during the pandemic’s first and second waves, to building the resilience muscle of the organization.

Bolstering organization health was a big priority. The team set up resident doctors in Mumbai, as well as doctors-on-call and medical stations at the offices in Mumbai, Bengaluru, Chennai and Delhi. This is where we have the bulk of our team, and the empanelled doctors serviced more than 450 employees and families.

Next came employee well-being. Besides providing services of a nutritionist, yoga classes over Zoom, as well as cognitive assistance, they launched Mindzen, a 24/7 mental health service allowing access to scores of self-help articles, quizzes, podcasts, webinars, as well as in-person counselling. More than 200 employees and their friends and families participated.

The team launched an IPL Fantasy League

contest in association with a leading sports

platform. Here, our people could create their own

teams and win exciting prizes during the IPL

matches.

Irrespective of where everyone is and how they

are connected, the Administration team found a

way to keep everyone together and meet their

needs in the most effective and time-sensitive

ways. From delivering laptops, to packages, to

organizing new employee kits and managing

e-passes for employees who were operating

from the office. When it was nearly impossible to

step out, this team made it their duty to fulfill

every employee’s need no matter how imminent

or important.

As we hopefully move towards the end of the

pandemic, 825 employees are inoculated from

the harsh effects of the virus. The HEART of the

organisation has truly been pumping lifeblood to

the organisation, keeping every department

healthy and ready for any challenge which

comes our way.

HEART: Human Element AssimilationRegulation Team


Legal, Compliance& Secretarial

When it comes to the law, the legal way is the only way forward for us. It is because of our PATROL, that time and again, we have been led in the right direction. Be it compliance, legalities involved in transactions, or secretarial procedures, these teams seamlessly coordinated with impeccable tact and patience in dealing with different situations through the year.

From the Risk Management and Compliance teams, we had unique situations. Client onboarding and several transactions had to be done on the basis of scanned documents, which increased fraud risk. Appropriate controls were instituted: trackers were created both, at the end of Client Services and at the Operations end for tracking of scanned documents that required to be followed up with the originals. Call-backs were done diligently to mitigate fraud risk. In perhaps one of many firsts, internal audits and some

compliance audits were done completely remotely. This meant doing all system walkthroughs on MS Teams. Secondly, all documentary evidence had to be scanned and transmitted to auditors through FTP drives and emails. Amid internal audits, COVID-19 struck members of the team. Yet, everyone chipped in and the audits were successfully carried through.

The teams also handled the transition of the Broking and DP businesses from IIFL Wealth to IIFL Wealth Distribution Services Ltd during the COVID Phase 2 lockdown, when some team members and teams at the clearing agencies were tested positive. Despite this situation, the teams managed to coordinate with the Clearing banks, various exchanges, clearing houses and depositories for transfer of facilities, client positions and collateral.

PATROL: Prudent and Thoroughly ResponsibleOver Legalities


Marketing, ClientExperiences &Business Intelligence

When the world and our clients were feeling vulnerable, the Marketing team became the bridge between the business and clients. Amidst shifting priorities, reorganized budgets, and pivoting platforms, the Marketing team had to entirely re-imagine how they ensured that connectivity, communications and value were delivered.

In our client’s world, our best engagements were our unique on-ground experiences. The challenge was, to reimagine and recreate them virtually, and yet deliver a similar level of value and memorability for clients. Since the first lockdown, 23 such special events were curated virtually with more than 5,000 clients participating.

With virtual events and webinars covering knowledge, entertainment, and communication of our products and services, the Marketing team delivered bespoke experiences. An exclusive and live, cook-along with MasterChef Australia fame Gary Mehigan was curated for clients. Over 500 gourmet hampers with freshly sourced, diverse ingredients, were hand-delivered to clients across 18 cities; one of the biggest challenges taken up and executed with resounding success.

Unique experiences were curated; like Decoding Wealth to engage our clients’ spouses in financial knowledge sharing, ACE (Act. Change. Emerge.) with business leaders and their pandemic survival and success stories, TechTalks to introduce clients to everything new in Tech, and Asset Class Masterclass to educate clients about new investment asset classes.

For the first time in our history, migrating our clients to digital and e-service channels became absolutely necessary. Communicating newer touchpoints with clients was the biggest key to seamless business continuity. Be it our WhatsApp for Business service channel, or access to our investment reporting platform; over the past year, we have seen improved engagement and loyalty.

As a multi-disciplinary team focused on understanding how our clients perceive us; the pandemic has led the Fierce. Agile. Robust. Market-ERS at IIFL Wealth & Asset Management, to not only retain but improve brand salience with existing clients as well as help acquire newer ones.

FARMERS: Fierce. Agile. Robust. Market-ERS


Products

As the pandemic upended business continuity overnight and most of us transitioned quickly from “centralised working to remote working”, there was one team, for whom, doing this wasn’t feasible owing to their complex infrastructure and fast-paced needs. At a time when we all dreaded to even step out of our homes; our Equity Broking team was present in office every day to ensure the Dealing Room was always functional; with no disruption to any business or client outcomes. The ownership showcased by the entire team is a testament to their commitment and our value system.

During this unsettling period of uncertainty, another team led with only client focus in mind. In

these times, the real estate market was favourable for buyers and investors and many clients were seeking to invest. Our Real Estate team ensured complete support by accompanying clients on-site, to ensure client needs were met with agility and genuine support.

From a products’ standpoint, the Products team pursued multiple opportunities that came their way, owing to the bullish market situation. They converted their insights on the customer, markets and business into winning value propositions and products, that were hugely appreciated by clients. At the back of this, the year turned out to be an unprecedented one, power-packed with growth.

TACTICS: Through Action-Cognition-Tact,Innovation Creates Solutions


Relationship Managers

The team of relationship managers is where our business momentum is built and managed. As one of the most successful teams over the past decade, last year, this team has, tuned into the needs of our clients, understood the business challenges and delivered despite all hurdles.

Going beyond their normal, this team stayed in touch and stayed on top of things. To ensure positivity, connectivity and engagement with clients, the team did daily internal morning calls keeping themselves updated and connected. Exchanging notes aided them to share knowledge,

improve certainty, and brought about positive energy in their interaction with clients.Our team was available at all times and aware of every market fluctuation. There is no problem this team cannot solve, even those of a personal nature. With an Engine so well oiled; we were able to evolve our offerings and advantages to our clients over the past year. We adapted our capabilities to the new world order. We refreshed the way we presented ourselves and found success in every step of the way.

The Engine: Engaging, Navigating &Growing Impactfully with Novel Experiences

An Anecdote: This anecdote of a team member is one of extraordinary will power and willingness to get the job done. The day the first lockdown was announced by Prime Minister Narendra Modi, a team member brought a new life into this world. There was joy and there was chaos. The newness of being a parent who has to tackle the lockdown to meet baby’s needs, this team member stayed connected with clients and colleagues successfully servicing every request that came along the way.

The phone screen constantly shuttled between messages, work emails, client calls, expert views, depressing reds in stock market screen as well as camera mode to capture the newborn’s precious moments. The sleepless nights that every parent of a newborn faces also included reviewing client portfolios and doing SWAT analysis for them. Times like these truly bring out the best in us and it really taught to value life & relations and at the same time not to deter from our responsibilities.



Technology & Digital

When the world fell into chaos, the thread holding our connections together at IIFL Wealth are our Technological Health, Response, Energy and Activity Divisions. When the pandemic hit our doorsteps, these teams were the beacon of novelty and access for our firm. Technologically speaking, this past year we have seen a powerful evolution both structurally and functionally. Within the first few weeks of the first lockdown, the Virtual Private Network and Tech architecture was further strengthened, to ensure that client servicing, communications and internal team connections remain seamless, as we shifted to remote working. Another challenge was to ensure network security - the IT team ensured required controls were maintained while enabling work from home. From distributing laptops and desktops within 5 days, to enabling mobile access for everyone; the IIFL Wealth Thread demonstrated exemplary qualities and rose to the challenge by coordinating across functions and supporting critical users who

are working at different times. Not only did they ensure we found ways to stay together, they also ensured these ways were completely secure, and continue to allow us to thrive in the financial ecosystem without a hitch.

Digitally, the connection between our clients and us has only become stronger over the past year. While the need of the hour was to stay connected, early deployment of platforms such as MS Teams and Zoom allowed us to transition seamlessly. Adoption rose to 98%. In addition, we also launched our WhatsApp BOT – IWA ((IIFL Wealth WhatsApp Assist), which offers clients 24/7 access to a variety of information in just a few taps. Launched during the second wave, over 35% clients are finding value in IWA, and the number is steadily increasing.

As leaders in wealth management services, our technology and digital teams have ensured business continuity and seamless migration from Office to working from Home.

THREAD – Technological Health, Response,Energy, and Activity Division


At IIFL Wealth & Asset Management (IIFL WAM), we are aware of our responsibility towards our people, our investors, our communities and the environment and are committed to playing a sound role in the sustainability and conservation of our planet. We strongly believe that a sound Environmental, Social, Governance (ESG) proposition can create value for all our stake-holders and meet our sustainability goals.

As a leading wealth and alternate asset

management company, our compliance,

governance, HR, employee and CSR policies are

exhaustive. In the coming years, we will continue

adopting ESG best practices.

Incorporating the ESG propositionin our AMC businessAt IIFL AMC, our ESG Integration refers to the explicit and systematic analysis of a range of risks related to environmental, social and governance factors faced by companies operating within a sector. It is a holistic approach to investment analysis where material ESG factors and traditional fundamental analysis are concurrently identified and assessed to form an investment decision.

Focusing on the material ESG factors provides us a more rounded assessment of the risks and real costs faced by a company from stakeholders within the ecosystems in which they operate. The ESG Integration framework is focused on materiality and risk as its two fundamental pillars.

We aim to identify material ESG factors which may fundamentally alter the financials or the operating business model of the company over the long term. Our ESG Integration framework currently assesses companies based on the ESG risks faced and which remain unmitigated by

companies operating within a certain sector, basis the material factors identified.

Governance factors have been a key component of our fundamental analysis and under the ESG Integration framework we are focused on extending these insights through emphasis on material, but intangible risks faced by companies.

Environmental factors focus primarily on risks emanating from the use of fossil fuels, particularly coal, use of sustainable energy sources, efficiency of resource use and emissions generated by companies in their operations.

Social factors focus primarily on the risks emanating from the stakeholder management, diversity of workforce, employee well-being and skill-development, collective bargaining and exposure to socially harmful lines of business.

In our AMC, we also undertake engagement with companies on ESG. The focus of the engagement process is to better understand the position of the company on material ESG risks and help the company to understand our concerns onthe same.

The underpinning of our approach to ESG is our belief that companies that are well governed, manage stakeholder relationships in a holistic manner and make transparent disclosuresare best suited to deliver sustainableshareholder value.

Environmental, Social,Governance (ESG)


Digital onboarding of clients is a major shift in our industry to go green and IIFL WAM has taken great strides in the same.

Our net energy consumption has dropped from 19,29,652 units in FY20 to 13,99,995 units in FY21.

We have established car lease policies ensuring adherence to the latest emission guidelines; replacement of legacy cars, periodic mandatory servicing, review, and upkeep mechanisms are all in place. As a policy, brand new cars are leased, and the maximum tenure of the cars has been 4 years so far. This has ensured that the vehicles abide by the latest emission guidelines.

We have partnered with IIFL Foundation to extend support to Tribal Area Development Department (TADD) for redevelopment of 30 ‘Maa Baadi centers’ through the introduction of digital learning tools, extensive learning resources (library and toys), and access to hygienic water and sanitation facilities. These interventions also include environment-friendly measures like installation of Solar Panels and Solar-powered water pumps.

We focused on Carbon footprint, and Tracking and Reduction through a reduction in commute and business travel. The total amount spent on travel was reduced from ` 1,072.8 lakh in FY20 to `176 lakh in FY21. We have adopted digital meetings with our clients to reduce travel, thus saving fuel and reducing emissions. While the offices were closed for most part of the year, we continued to ensure any travel was undertaken only if unavoidable. We undertook several other measures to minimise our environmental impact due to business travel. These measures include carpooling, company bus service and video / audio conferencing facilities at all major offices and the use of a web-based software platform for online meetings.

Embraced waste segregation mechanisms by appointing an agency which takes over our wet waste and turns it into manure. Further, dry waste such as printing paper and boxes, is also given to an agency for recycling, while usable scrap is sold.

Environmental Our environmental initiatives are focused on reducing our carbon imprint and net energy consumption and ensuring that the impact can be amplified through collaboration with employees, partners,and clients.


We have established several employee-oriented policies covering areas such as employee benefits, Whistle Blower Policy, Preventionof Sexual Harassment Policy, and Code of Conduct for employees at the workplace as per applicable laws.

In the midst of the pandemic, we ensured that there was maximum retention of jobs and created

SocialWe are highly cognizant of our responsibilities towards our people and the social ecosystem. Thus, we have proactively implemented policies that focus on human capital development and engender a fair and inclusive workplace where employees feel safe and can thrive. and clients

Gender Split

73% 27%

Male

Female

Male Female Male Female

Designation Bucket Split Across Gender

C-Suite Middle Senior

25%

7%

1%

7%

0% 0%0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

Employee Vintage – Gender Split

>10 years 6-10 years 2-5 years <1 year

13%13%

8%

1%4%

33%

0%

10%

5%

15%

20%

25%

30%

35%

19%

8%

Junior

41%

20%

Management Management Management

Male Female

Region-wise Gender Split

East South WestInternational

49%

17%12%

5%1%2% 0%0%0%

10%

20%

30%

40%

50%

North

9%4%

We are a merit-based organisation and focused on fostering an inclusive and diverse environment. Approximately 27% of the overall employee strength in the organisation is female.

new roles and opportunities for our people. We hired 153 people in the last financial year.


Hiring OutlookWe plan to hire 200 people over the course of the next two years.

Nurturing home-grown leaders –

We have a strong succession plan within the franchise. Potential successors are run through developmental exercises to make them role ready. The developmental exercises include six activities like job rotation, coaching, leadership experiences, psychometric assessments among other exercises, to identify areas of development.

At IIFLWAM, we follow a meritocratic performance appraisal process. Year on year we ensure that we meet the expectations of our performers and elevate them to the next level. Keeping that tradition alive, we elevated 282 people during the pandemic, when job security by itself was at stake for many across the industry.

Further, we also made significant contributions to employees and their families and offered the necessary COVID-related and medical support. We also undertook vaccination drives at offices across the country. A COVID Task Force was set up to assist with priority medical treatment, quarantine, testing facilities and other emergency services for employees and outsourced staff including housekeeping and security. We partnered with a leading healthcare

101 52

JuniorManagement

Mid &Senior Management

Details on Hiring

service provider to setup a helpline for employees and their families for their assistance. Employees also can avail of COVID related leave over and above their current leave balance.

We have one of the largest Employee Stock Ownership Plan in the non-banking financial services space, inculcating a culture of ownership across the firm. New ESOP policies and schemes were formulated and approved in 2021 to further substantiate this culture.

Recognising the impact of the current environment on mental health, we launched Mindzen, our mental wellness program. It offers round-the-clock counselling and provides access to podcasts, self-help articles and webinars to help them cope with varying mental and emotional concerns apart from COVID-19 related concerns like the recovery process, pandemic related anxiety issues, grief, uncertainty and other concerns.

IIFL WAM conducted interactions with our doctor-on-call besides online yoga and several stress-relief sessions for employees.

Trainings conducted across designations (split across buckets – C-Suite, Senior, Middle, Junior Management)


It is an orientation program designed for new joiners to understand the organisation’s history, culture, products, process and people.

Induction

Training Name Description

Strategic & Trusted RM training focuses on enhancing the ability of an RM to confidently engage with clients and prospects in a more holistic way and instil “best practices” in sales effectiveness enabling better conversion ratio, faster closure and higher AUM.

Really Assured Client Experience. Through this training Service Relationship Managers get a better understanding of themselves through DISC tools and work towards being First Time Right and being empathetic

In this hour-long session, leaders share some personal anecdotes and reveal interesting facets about their lives.

The training focuses on Understanding Self, Dealing with Uncertainty, Understanding Emotions & Managing conflicts thus increasing the ability to influence and manage stakeholders

Time Management Training focuses on transitioning from Time management to Self-Management, goal setting & prioritizing, mastering the art & practice of managing time in a defined way thus increasing productivity.

Partnered with Wilson Learning and Dr. William Ury who co-founded the Harvard Project on Negotiation. The training enables the participant to get the right fee, faster closure and possibly higher AUM.

The training focuses on the concept of empathy, how to deal with people using empathy, Difference between sympathy & empathy, why people get angry & how to manage the same thus helping in improving relationships.

The training uses the DISC tool, to better understand 'why we behave the way we behave', strengths, personality type leading to better self and others management.

The training covers various advanced excel functions like V-lookup, X-lookup, multi-level custom sorting, Pivot, slicers, conditional formatting, etc.

The training focuses on finding right suspects, Effective communication via email/WhatsApp, Elevator Pitch, Successful first messaging & meeting.

The online learning program includes 32 hours of courses + 12 hrs of Masterclasses. Course is divided into 2 phases. Phase 1 focusing on leading self, managing teamwork, decoding other, practicing excellence and phase 2 focusing on unleashing creativity, making decisions, executing solutions & expanding network. thus, improving the ability to motivate and retain direct reports.

Managing Clients during pandemic, Pitching virtually, Seeking references successfully, Managing People & Prospecting were some of the masterclass sessions that were conducted.

STRM

RACE

Beyond work side

Masterclass sessions

Interpersonal Skills

Time Management Training

Negotiation Training

Empathy

Understanding self

Excel

MEP (Manager ExcellenceProgram)

Prospecting


GovernanceEqually important is the governance aspect, which we understand is not just about following the letter of law but also embracing the spirit of regulation. This means establishing the relevant controls to avoid violations, ensuring transparency in investment management, and keeping open channels for dialogue with the regulator.

Our corporate governance practices are a reflection of our value system encompassing our culture, policies, and relationships with our stakeholders. Corporate governance is about maximizing shareholder value legally, ethically and sustainably.

We have established a strong, independent, and diverse Board to ensure the effective deployment of robust corporate governance practices. Several independent board committees have been established to supervise specific areas of the business:

The Audit Committee looks at, inter-alia, reports of statutory and internal auditors and related party transactions.

The Nomination and Remuneration Committee recommends the appointment of directors and key management personnel to the Board and approves their recommendation.

The Risk Management Committee monitors and evaluates the key risks faced by the business and recommends strategies for mitigating them. It also regularly reviews the nature and performance of products sold through the IIFL Wealth platform.

Further, all process exceptions, including transfer of client assets out of the firm, require approval from the Head – Risk Management. A Conflict Resolution Advisory Board (CRAB), consisting of senior executives, was formed under the Conflict of Interest Policy. It provides guidance on the types of transactions that could be considered as conflict of interest. A robust Whistle Blower Policy has been established to provide employees multiple channels (email / website / phone) managed by an external service provider (for complete independence) through which they can anonymously record complaints and grievances. Further, the policy ensures that no action will be taken against the whistleblower, thereby

empowering employees to make the right decisions. All whistleblowing complaints are tracked and investigated by a Vigilance Committee chaired by the Chief Operating Officer of the IIFL Wealth Group, with representation from Human Resources, Risk Management, Compliance and Business. Apart from the above, based on the requirements of each business, there are various risk governance committees/ structures that have been established: Anti-Money Laundering (AML) Committees have been created to look at client onboarding where additional due diligence is required or a red flag has been raised which requires closer scrutiny. All documentation deferrals require approval from the Head - Risk Management.

Given the fiduciary responsibility involved and the higher level of engagement with Trust clients, a separate committee has been formed for onboarding clients in the Trust (Estate Planning) business. There is also an Information Security Committee that looks at Infosec exceptions and decides on the course of action to be taken where employees have sent out confidential data. IIFL Prime also has the RBI mandated Information Technology Committee, the Asset-Liability Management Committee and a separate Risk Management Committee

IIFLAMC has Investment and Valuation Committees for their various businesses This framework ensures that we run a compliant and sustainable business and take risks prudently.


IIFLW CSR Foundation

The IIFL WAM group established the IIFLW CSR Foundation to design and execute CSR activities on behalf of the IIFL WAM group entities. Through our CSR, we implement sustainable programmes that address some of the most critical developmental challenges and deliver a multiplier effect on social impact.

We at IIFL WAM strongly believe that meaningful impact can be achieved through effective collaboration and going forward, we wish to partner with our clients and leverage their passion for philanthropy to amplify the scale of interventions that can be achieved together.

The first year of the Foundation’s initiatives focused on critical and relevant thematic areas

such as Education and Healthcare including COVID relief. Our focus going forward will be to support interventions in Healthcare, Education, Livelihoods and Financial Inclusion, which will enable us to build resilience in various communities. As experts in financial sector, we would like to leverage our core competencies and expertise beyond providing mere funds as part of our responsibility to society.

As we move forward in our social impact journey, we wish to evolve towards a more strategic and impactful model for our CSR. The longer-term aim is to allow our CSR grants to be catalytic and unlock other forms of philanthropic capital.

Corporate SocialResponsibility at IIFL WAM


“Our vision is to bring about a positive change in the lives of underprivileged individuals and communities by enabling a strategic and collaborative partnership to maximise social impact.

We strongly believe in enabling inclusion to bridge the gap of available opportunities and equality for both - communities that have not been given an opportunity and for those whom such opportunities are unattainable due to monetary or other reasons. Through our CSR efforts, we look at collaborative efforts with existing philanthropy to move the needleon impact.”

CSR Philosophy of IIFL WAMWe at IIFL WAM strongly believe in enabling inclusive development. The core focus of our CSR is aimed at reducing inequality by enabling access to opportunities to underserved or marginalised communities. Through our CSR, we implement sustainable programmes that address some of the most critical developmental challenges and deliver a multiplier effect on social impact. To consolidate our efforts towards CSR, the IIFL WAM group established the IIFLW CSR Foundation (“Foundation”) to design and execute CSR activities on behalf of the IIFL WAM group entities.

The first year of the Foundation’s initiatives focused on critical and relevant thematic areas such as Education and Healthcare including COVID relief. We believe that meaningful impact can be achieved through effective collaboration and going forward, we wish to partner with our clients and leverage their passion for philanthropy to amplify the scale of interventions that can be achieved together.

Impact CirclesOur Flagship Programme is “IIFL WAM Impact Circles” - a platform to bring together like-minded philanthropists in specific regions to guide and support programmes in varied focus

areas. Impact Circles are strategic co-funding opportunities having one focus area and interventions tailored to the needs of the target geography. Each Impact Circle will focus on one thematic area such as Education, Healthcare, Environment among others and there may be multiple programmes under each Impact Circle across different sub-thematic areas.

IIFLW CSR Foundation is responsible for the overall design, implementation and governance of the Impact Circles, and conducts extensive due diligence to vet interventions. The core base funding for the programme is also provided by the Foundation. The themes for our Impact Circles will primarily focus on

(i) access to quality education(ii) employability and livelihoods through skill development (iii) financial inclusion

We envision a strategic role for our clients and wish to leverage their expertise and passion for philanthropy. Going forward, we would like to collaborate with our clients from both a co-funding perspective as well as with advisory and mentoring support for our Impact Circle programmes.


Education Impact CirclesWe launched three Education Impact Circles this year and have partnered with three leading and vetted non-profits to implement these programmes on ground. The locations of these Impact Circles are in and around Mumbai in Maharashtra, Jind district in Haryana and Anekal and Nanjangud talukas in Karnataka.The Sub-focus areas for the Impact Circles launched are:

(i) Enhance access to quality STEM education (ii) Promote improvement in learning outcomes

Our programmes have been carefully selected and designed given the challenges in the education sector in India and to ensure learning continuity keeping in mind the current disruptions in schooling due to COVID.

The scope of our Education Impact Circles include:

Mumbai and nearby districts, Maharashtra: Promote an innovation mindset in school children by developing a strong knowledge base while enhancing their interest in STEM subjects, encouraging them to pursue higher education in STEM and build skills relevant to the 21st century job work environment. As integral part of teaching, we are upgrading the teaching-learning processes to promote critical thinking,

Even before the COVID-19 crisis hit, India experienced slower economic growth and rising unemployment – problems that were dramatically accelerated by the pandemic and the ensuing lockdown. This severely affected the health and livelihoods of millions of Indians who are still grappling with the devastating aftermath. Over 10 million people lost their jobs in the second wave and income of 97% households declined.

Inequality has significantly increased because incomes and savings were almost completely depleted at the bottom of the distribution. From a livelihoods perspective, individuals belonging to the unorganised and informal sectors faced cuts in working hours, layoffs and reductions in incomes; bringing several families into poverty.

Collaboration And Collective Impact - Promoting Financial Inclusion And Building Resilience In Communities

problem-solving, innovation, creativity, collaboration skills besides creating parent awareness on STEM. This initiative covers 40 government or low-cost private schools. Our partner will help build modules for learning besides providing training for teachers and providing access to STEM equipment/ kits.

Anekal & Nanjangud, Karnataka: Along with our partner, we will set up school level and community level learning centres and conduct age-appropriate academic interventions with tech-enabled tools and hands-on learning experiences. These sessions would be delivered with STEM kits, numeracy kits, mini libraries to enhance learning outcomes. This initiative, which will cover 10 government high schools across two taluks will ensure continuity of school education and improvement in learning outcomes (including STEM subjects) of students in Grades 5 to 10.

Jind, Haryana: The project being implemented here focuses on improving early language learning of students through a community-based learning approach. It will enhance community and parental engagement in early grade literacy efforts for children in 124 government primary schools in Jind district, Haryana in Grades 1,2 & 3.

Vulnerable groups and communities were exposed to the economic fallout of the pandemic – lacking credit, savings or access to measures for support. The multifaceted gaps and challenges of the public healthcare system were also brought to light during this time with Indians struggling to find access to quality and affordable healthcare.

From an education standpoint too, millions of children have been severely impacted, especially children from underserved communities. In India, closure of 1.5 million schools due to the pandemic and lockdowns in 2020 has impacted 247 million children enrolled in elementary and secondary schools. In addition, there are over six million girls and boys who were already out of school even before the COVID-19 crisis began. Continuity in learning is among the topmost challenges today,


Catalytic CSR - Re-building Livelihoods Of Micro Entrepreneurs And Individuals.

Following Are Few Of The Other Programmes We Conducted Under CSR:

with a significant number of children dropping out of schools due to challenges exacerbated by the pandemic.

Failure to take action now will compound the long-term effects of increased poverty traps.

Our focus going forward will be to catalyse interventions in Livelihoods, Healthcare, Education,

Catalyse holistic solutions: A primary objective will be to build skills and capabilities of vulnerable communities, overlayed with financial literacy & inclusion. We wish to deliver a paradigm shift in the way micro entrepreneurs and informal workforce participate and progress by creating the necessary bridges between informal & unorganized sector and formal sources of credit, and thus nudge vulnerable communities towards formal lending/banking channels.

Enable access to affordable capital for the marginalised and underserved

Ensure formality in income for dailywage earners

Build credit history and positive perception

on their creditworthiness, and in the process unlocking long-term financial access

Improving their financial acumen. Encouraging a culture of savings

Reducing debt traps of informal lending

The need for innovation is more critical now than ever before. We need to maximise impact with fewer resources. We need to think outside the box. We need to stretch our philanthropic contributions further.

Enhance quality of education for underprivileged We have undertaken several measures to provide educational resources as well as enhance the quality of education for underprivileged students

in association with NGOs. This includes the development of a strong knowledge base among students while enhancing their interest in STEM (Science, Technology, Engineering, and

and Financial Inclusion, which will rebuild resilience in marginalised and underserved communities that have been severely affected by the pandemic.

Sources for the commentary: https://bit.ly/3iOY6C7https://uni.cf/3jY1sSzhttps://bit.ly/3g4xKKq

Given our expertise in financial services we rose to the challenge and leveraged our core competencies beyond providing mere funds as part of our responsibility to society.

We have developed a more strategic, impactful and outcome focused CSR model where we envision our role in mobilising both philanthropic and other capital to create more collaborative, sustainable solutions that uplift lives of underserved and underrepresented individuals and communities.

Our focus will be on outcomes and to drive efficiency and effectiveness in grants to maximize impact of funding.

The longer-term aim is to allow our CSR grants to be catalytic and unlock other forms of capital. This delivers a multiplier effect in funding and impact, and builds sustainable and scalable interventions.

We will innovate to optimize giving and invite our clients to collaborate with us and deliver collective impact.

Mathematics) subjects, encouraging them to pursue higher education in STEM and build skills relevant to the 21st century work environment.

Due to the COVID 19-enforced lockdown in India, millions of children have faced challenges in learning continuity due to lack of digital learning devices, especially in economically backward communities. We aim to bridge this digital divide


Covid reliefWe’ve contributed towards Give India’s India COVID Response Fund (ICRF) and supported relief initiatives that impacted over 56 lakh lives across 115+

towns and cities with cash relief support, humanitarian aid and healthcare interventions. During the COVID crisis, we have expanded into more community-based interventions, to provide relief and support to underserved communities, migrant children and their families.

by providing digital devices embedded with free, interactive and engaging content to help students continue learning and thereby also increase their learning levels.

We’ve made information and resources accessible to parents of children in government schools, which is essential to support children at home; this in turn enables an increase in parental engagement in their children’s education. With an aim to improve early language learning, we promote parent and community engagement in the early grade literacy efforts for children.

In the absence of a standardized and relevant curriculum for children with intellectual and developmental disabilities, we envisage to build, disseminate and provide training for the implementation of a multisensory curriculum to schools to aid the children. We have offered support to run the Lab on a Bike and iMobile programs, whereby the former is a resource for government school teachers to execute hands-on science activities and the iMobile program addresses the need for a blended learning of science and digital.

Quality healthcare services to therural and urban poor

Access to primary healthcare services continues to be a top challenge in India and the situation has worsened due to the pandemic. We support

primary healthcare clinics that provide subsidised healthcare services such as general practitioner consultation and treatment through medicines, pathology lab tests and dental consultation and treatment.

We have also helped to develop a high impact, holistic, sustainable and collaborative ecosystem that offers free/ affordable, quality dialysis services to renal patients in parts of India where there is limited dialysis infrastructure. In order to reduce avoidable blindness among the underprivileged who have minimum or no access to eye care, we helped them undergo eye operations free of cost. We have also contributed towards medical equipment to treat patients from low-income communities, without any cost.

Other Initiatives We aim to extend support to Tribal Area Development Department (TADD) for redevelopment of 30 Maa Baadi centers through introduction of

digital learning tools, extensive learning resources, and access to hygienic water and sanitation facilities.

To create and facilitate a better world for underserved communities, our focus is on women empowerment by building capacities of women in tribal and rural geographies and enabling access to financial inclusion for these women.


Our client events and experiences underwent a transformation to adopt to the new world order. We curated online events with an unforgettable

Client Events & ExperiencesOur Intellectual Properties

IIFL Wealth & Asset Management conducts the Young Leaders Program, which is aimed at preparing the next generation of leaders. Conducted annually, this three-week program provides participants with a unique opportunity to develop practical and professional skills while gaining an excellent insight into various businesses. Leading industrialists, corporate heads and fund managers engage with the participants and share real life experiences.

IIFL Wealth presented Class Apart, a series on Wealth Preservation - a deep dive into understanding how we behave with money, set and achieve financial goals, as well as the tools and techniques required to attain desired results.

The exclusive masterclasses, featured experts from different domains including Morgan Housel, Partner at The Collaborative Fund; John Reade, Chief Market Strategist, World Gold Council and Dr. Daniel Crosby, Psychologist, Behavioural Finance Expert and Asset Manager amongst others.

IIFL-ONEClass Apart

Young LeadersProgram

user experience and were overwhelmed by the participation from our clients and their families.


An exclusively curated series to engage with an assemblage of disruptors, innovators and entrepreneurs who are harnessing the power of technology and creating an impact, TechTalks featured new age companies who are gradually taking over India and the rest of the world. The exclusive sessions for clients were moderated by Umang Papneja, ED & CIO, IIFL Wealth, and featured insightful interactions with leading entrepreneurs.

The Masterclass with William E. Ford, CEO, General Atlantic, had him discuss - Game Changers: Invest in the Future. Mr. Ford was in conversation with Sandeep Naik of General Atlantic & Karan Bhagat of IIFL Wealth. Mr. Ford has more than 25 years of experience in investing and Karan Bhagat of IIFL Wealth. Mr. Ford has more than 25 years of experience in investing and helping build leading growth companies. He joined General Atlantic in 1991 and became CEO in 2007.

TechTalks Masterclasswith William E. Ford


Webinars

Hiring OutlookWe plan to hire 200 people over the course of the next two years.

Nurturing home-grown leaders –

We have a strong succession plan within the franchise. Potential successors are run through developmental exercises to make them role ready. The developmental exercises include six activities like job rotation, coaching, leadership experiences, psychometric assessments among other exercises, to identify areas of development.

At IIFLWAM, we follow a meritocratic performance appraisal process. Year on year we ensure that we meet the expectations of our performers and elevate them to the next level. Keeping that tradition alive, we elevated 282 people during the pandemic, when job security by itself was at stake for many across the industry.

Further, we also made significant contributions to employees and their families and offered the necessary COVID-related and medical support. We also undertook vaccination drives at offices across the country. A COVID Task Force was set up to assist with priority medical treatment, quarantine, testing facilities and other emergency services for employees and outsourced staff including housekeeping and security. We partnered with a leading healthcare

It is said, cooking with kids and family is not just about ingredients, recipes, and cooking. It’s more about bonding, harnessing imagination and creativity. We at IIFL Wealth, curated a unique culinary experience, which not only involved our clients, but their kids and families too. Master Chef Gary Mehigan, who headed the kitchen in some of Melbourne's most prominent restaurants and became part of our daily viewing, when it comes to food with 12 series of MasterChef Australia, directed the interactive, virtual class to cook up some delectable dishes.

We organized a masterclass with Prem Watsa, Chairman and CEO, Fairfax Financial Holdings who talked at length about the new world order, and how businesses can recover, respond and thrive in a pandemic-induced environment. He was in conversation with Karan Bhagat and Nirmal Jain, Chairman & Founder, IIFL Finance.

Masterclasswith Prem Watsa

Masterclass with Gary Mehigan

service provider to setup a helpline for employees and their families for their assistance. Employees also can avail of COVID related leave over and above their current leave balance.

We have one of the largest Employee Stock Ownership Plan in the non-banking financial services space, inculcating a culture of ownership across the firm. New ESOP policies and schemes were formulated and approved in 2021 to further substantiate this culture.

Recognising the impact of the current environment on mental health, we launched Mindzen, our mental wellness program. It offers round-the-clock counselling and provides access to podcasts, self-help articles and webinars to help them cope with varying mental and emotional concerns apart from COVID-19 related concerns like the recovery process, pandemic related anxiety issues, grief, uncertainty and other concerns.

IIFL WAM conducted interactions with our doctor-on-call besides online yoga and several stress-relief sessions for employees.

Trainings conducted across designations (split across buckets – C-Suite, Senior, Middle, Junior Management)

We partnered with Ascent eConclave to bring together inspiring stories and learnings from thought leaders, domain experts, and change makers who have shown true grit by embracing every challenge with courage, passion and perseverance. The theme at the eConclave was Rebuilding with Grit.

Ascent eConclave2020


Alliances andPartnerships

Off The Cuff or OTC, is a series of candid talk shows organized in collaboration with ThePrint and was launched in January 2016. The event is now hosted as a virtual event anchored by eminent journalist Shekhar Gupta in conversation with a distinguished guest. After the initial dialogue between the guest and the

moderator, OTC is open to the online audience for questions. The idea is to break through the clutter and noise of existing debates on television and other platforms, and bring out an engaging, constructive discussion; while also keeping audiences involved throughout.

Off The Cuff

IIFL Wealth in collaboration with Hurun Report India released the IIFL Wealth Hurun India Rich List 2020 in September. The list is the most comprehensive ranking of Indian individuals by way of net worth. The purpose of this list is to try and tell the story of modern India through the stories of India’s most successful entrepreneurs. With a stable mandate for the government and ambitious GDP goals, the story has just begun. The list comprises 828 individuals ranked by their net worth, empirically qualifying as the most comprehensive rich list aimed at tracking private wealth in India.

IIFL WealthHurun IndiaRich List


IIFL Wealth in partnership with Young Entrepreneurs Academy (YEA) held the 7th edition of Young Entrepreneurs Academy online program. YEA is a groundbreaking and exciting online class that transforms students into real, confident entrepreneurs. Throughout the class, students develop business ideas, write business plans, conduct market research, pitch their plan to a panel of investors, and actually launch and run their own real companies and social movements.

Young EntrepreneursAcademy

The ‘Invest India 2020’ conference was organised with a focus on further strengthening business ties between India and Canada and showcase the country as an investment destination to the Canadian business community. Our Honourable Prime Minister, Narendra Modi delivered the keynote address, inviting Canadian businesses to invest in education, manufacturing and agri sectors. Our MD & CEO, Karan Bhagat was part of a panel discussion on ‘Canadian Fund Perspective in India’.

Invest India2020


Karan Bhagat, Founder, MD & CEO, in an exclusive interaction with CNBCTV18 on building a portfolio for HNIs and UHNIs during uncertain times.

India’s top wealth manager onbuilding a portfolioCNBCTV18, Jul 13, 2020

Yatin Shah, Co-Founder & Joint CEO, IIFL Wealth analyses the 'wealth effect' in India, in an exclusive conversation.

Guide to getting rich vs staying richET Now, Oct 8, 2020

Karan Bhagat shares his thoughts on leadership as well as building and nurturing an excellent team in a coffee table book ‘The Leadership Code’.

India Leadership CouncilCoffee Table BookThe Economic Times, Feb 16, 2021

Karan Bhagat, ET India Leadership Council

Karan Bhagat, CNBC TV18

Yatin Shah, ET NOW

In the News

IIFL Wealth in the media


Vinay Ahuja, Executive Director, IIFL Wealth writes that the idea is not to just beat the markets rather to preserve and protect your wealth and grow with the market.

These 9 tenets of investing have andwill work in volatile markets

Most mid, small-caps still tradingbelow fair value

Late-stage private equity and pre-IPOinvestment gaining traction among wealthy investors, shares Umang Papneja, ED & CIO,IIFL Wealth in an exclusive interview.

Business Standard, Jan 1, 2021 Moneycontrol, Jan 31, 2021

Prepare to be proactive participants rather than reactive spectators, pens Executive Director,Shaji Kumar Devakar.

Assessing risk perceptions in thenew normalDeccan Herald, Jan 17, 2021

Anu Jain, Head - Equity Brokerage, IIFL Wealth speaks about market rallies and investment levels in the Indian market to ET Now.

Cautious investments and how importantit is for an investment companyET Now, Jun 15, 2020

Anirudha Taparia, Joint CEO, IIFL Wealthwrites about how new customer expectations and technology are changing the wealth management industry.

New-age wealth management:Personalised, tech-enabled and agileForbes India, Dec 17, 2020

Should homebuyers wait for prices tostill fall further?

There is opportunistic activity as buyers with adequate liquidity are considering investments, says Anirudha Taparia.

Mint, July 20, 2021


Anirudha Taparia & Yatin Shah, Mint

Anup Maheshwari, Mutual Fund Insight

Yatin Shah, ET NOW

Umang Papneja, Business Standard


The do's and don’ts for first-timemillennial equity investors

To try and time the market is bad. Take a three to five-year view. Otherwise, equity investing doesn’t make sense Mayur Patel, Senior Executive Vice President, Fund Manager, IIFL AMC.

Moneycontrol, Aug 31, 2020

We rolled out digital onboarding for investors across products and enabled work from home for all employees, shares Anup Maheshwari.

Adoption of tech amid COVID-19Value Research Mutual Fund Insight,Oct 2020

The Importance Of ResearchFor Investing

How important is research & process when you want to invest in stock market?Anup Maheshwari, CIO, IIFL AMC shares his views.

Bloomberg Quint, Sep 29, 2020

There are signs of revival in the economy, while government policy action too has been supportive, Mitul Patel, Senior EVP, Fund Manager, IIFL AMC.

Outlook for Indian Market, Economy& IIFL Multicap PMSPMS Bazaar webinar, Nov 20, 2020

The fund will partner tech startups - leaders in monopolistic or duopolistic play - headed for IPOs or those in late stage of growth: Chetan Naik, EVP, Fund Manager, IIFL AMC.

IIFL AMC launches Rs 1,500-crore fundto tap IPO-bound tech startupsThe Economic Times, Mar 23, 2021

2020: A big deal year for PE & VCs

Due to the uncertain and tepid economic environment, valuation of some of the assets dropped significantly. This presents PEs and VCs with an opportunity to invest in high potential assets, says Amit Mehta, Senior EVP, Fund Manager, IIFL AMC.

Forbes India, Jan 14, 2021

IVCA Conclave 2021: IPO markets arehot but you can't always time it

In the last quarter, India has seen more than 15 IPOs. The market is more accepting of PE-backed professionally run companies, rather than wondering about promoter shareholding,opines Amit Mehta.

Moneycontrol, Mar 18, 2021

IIFL AMC in the media


43.6k 13.5k20.6k 1.3k

Followers

Exclusive webinar withMorgan Housel as part of ourIIFL-ONE Class Apart series.

Karan Bhagat in an interactionwith ET Now.

Umang Papneja discusses theopportunities in the commodity marketswith CNBCTV18.

Anirudha Taparia shares uniqueinvestment strategies in Forbes India.

Yatin Shah featured in Asian Private Banker Abhishek Chandra speaks aboutearly adoption of the latest techamid Covid19.

Presence onsocial media



Anu Jain shares a money mantrafor women in Outlook India.

The historic milestone of the Sensexseen around the IIFL Wealth office, asGaurav Awasthi shares his viewsin The Economic Times.

Republic Day greetings

Displayed on the facade of the BMC school at Worli, Mumbai,this installation, "On The Rise", was born out of a collaboration with The Corona Quilt Project. The inspiring presentation symbolises hope and positivity with over 5000 individual narratives coming together from across the world. It has managed to unite people through the pandemic by stitching together their stories.


115+Awards

Proudrecipient of

in 13 years

Awards andaccolades


Wealth Awards

Euromoney Private Banking andWealth Management Survey

Best Technology -Innovative or Emerging Technology Adoption

Best Services - Investment Management

Most Innovative Wealth Management Service

Outstanding Estate Planning Advisory

Outstanding Thematic Investment Proposition

By a Private Bank

Global Private Banking Innovation Awards

2021

2020Euromoney Private Banking andWealth Management Survey

Global Private Banking Innovation Awards

Best Private Banking Services Overall

Best Mega High Net Worth Clients (US$ 250m+)

Best Ultra High Net Worth Clients (US$ 30m - 250m)

Best High Net Worth Clients (US$ 5mn - 30mn)

Best Super Affluent Clients (US$ 1mn - 5mn)

Best Family Office Services

Best Investment Management

Best Next Generation

Best Serving Business Owners

Best Research and Asset Allocation Advice

Best Capital Markets and Advisory

Best International Clients

Best Philanthropic Advice

Best ESG / Impact Investing

Best Data Management and Security

Best Innovative or Emerging Technology Adoption

Best PB for Wealth Creation & Preservation

Best Private Bank for Succession Planning

Best Wealth Management for $1.5million – 5million

Most Innovative Wealth Management Service

The Asset Triple A Private Capital Awards

Best Private Bank - India

2019Association of International WealthManagement of India (AIWMI)

Private Banker InternationalGlobal Wealth Award

Best Wealth Management App

Special Jury Award for Outstanding Contributionto Wealth Management

Outstanding Wealth Management TechnologyInitiative-Front End

VCCircle Awards

The Asset Triple A Private BankingWealth Management, Investment and ETF AwardsBest Private Bank, India

2018Euromoney Private Banking andWealth Management Survey

NSDL Star Performer Award

Succession Planning Advice and TrustsBest Family Office Services, IndiaResearch and Asset Allocation Advice, IndiaBest Succession Planning Advice and Trusts, India

Best Performer in Account Growth Rate

DMAASIA ECHO AWARDSFinancial Services Company of the Year

People in Business India Pvt LtdShaji Kumar - Team EffectivenessCompany with Great Managers

The Economic TimesBFSI Innovation Tribe Awards (Video Statements)BFSI Best Brands

URS Asia OneIndia's Greatest BrandsGlobal Indian of the Year

The Asset Triple A Private Banking,Wealth Management, Investment and ETF AwardsBest Private Bank, India

Asian Private Banker Awards for DistinctionExcellence in Wealth Management - India DomesticBest Wealth Manager - India Domestic

Financial Services Company of the Year


The India Wealth AwardsBest Wealth Management CompanyWealth Management Thought LeaderOutstanding Initiative (CSR)

Employee Engagement Leadership AwardsBest Employee Engagement in Non-Banking SectorBest-in-Class Talent Management Award

The Asset Triple A Digital AwardsBest Digital Wealth Management Experience, India

Global Finance Best Private Bank AwardsBest Private Bank in India

2017Euromoney Private Banking andWealth Management SurveyBest private banking services overallBest Net-worth-specific services (US$ 5 mn to 30 mn)Best Family Office ServicesBest Research and Asset Allocation AdviceBest Succession Planning Advice and TrustsBest Innovative Technology - Back Office Systems

The Asset Triple A Private Banking,Wealth Management, Investment and ETF AwardsBest Private Bank, India

Asiamoney Best Bank Awards: IndiaBest Private Bank, India

Global Finance Best Private Bank Awards Best Private Bank, India

2016Euromoney Private Banking andWealth Management SurveyBest Private Banking Services Overall, IndiaBest Research and Asset Allocation Advice, IndiaBest Net-worth-specific services, IndiaBest Family Office Services, India

Alternative Investment AwardsBest Private Wealth Manager, IndiaBest India Start-Up Fund: Seed Venture Fund

Asian Private Banker Awards for DistinctionBest Wealth Manager - India Domestic Best Domestic Private Bank, India

The Asset Triple A Digital Awards Best Online Wealth Management Experience, India

The Asset Triple A Banking, Wealth Managementand Investment AwardsBest Private Bank, India

UTI MF & CNBC-TV18 Financial Advisor AwardsBest Performing National Financial AdvisorWealth Distributor

The Asset Triple A Banking, Wealth Managementand Investment AwardsBest Private Bank, India

Capital Finance International AwardsBest Independent Wealth Management Team, India

2015Euromoney Private Banking andWealth Management SurveyBest Private Banking Services Overall, IndiaBest Relationship Management Range of Investment Products Specialized Services - For EntrepreneursFixed Income Portfolio Management Real Estate InvestmentCorporate Advisory for Private Banking Clients Managed FuturesHedge Fund Investment

The Asset Triple A Digital Enterprise AwardsBest Wealth Management Specialist - Asia Best Wealth Manager, India

Euromoney Innovations inWealth Management Technology AwardsBest Private Bank for Innovation in Technology in Asia

UTI & CNBC, TV18 Financial Advisor AwardsBest Performing National Financial Wealth Distributor

2014Euromoney Private Banking andWealth Management SurveyBest Commodities Investment in India Best Real Estate Investment in India Best Equity Portfolio Management in India

Wealth Forum Advisors AwardsDistributor of the Year Highest Asset Growth Champion Net Sales Champion - Fixed Income Investments


Wealth Briefing Asia AwardsBest Wealth Management Company, India Highly Commended Private Bank, India

The Asset Triple A Digital Enterprise AwardsThe Best Wealth Management House, India

UTI MF & CNBC-TV18 Financial Advisor AwardsFastest Growing Wealth Management Companyin India

2013Euromoney Private Banking andWealth Management SurveyBest Fixed Income Portfolio Management, India Best Commodities Investment in India

The Asset Triple A Digital Enterprise AwardsBest Fixed Income Portfolio Management, India

Private Banker International Outstanding Private Bank - South Asia

AMC Awards

2018The India Wealth AwardsBest Product Category:Alternative Investment Fund - IIFL AMC

International Finance AwardsFastest Growing Asset ManagementCompany - India

The Asset Triple A Asset Servicing,Fund Management and InvestorsAwards 2017Asset Management Company of the Year -Rising Star - India

2017



Directors’ Report

To the Members of


Your Directors have pleasure in presenting the Fourteenth Annual Report of IIFL Wealth Management Limited (“the Company”) together with the Audited Financial Statements for the year ended March 31, 2021.

1 FINANCIAL RESULTS - THE HIGHLIGHTS OF THE FINANCIAL RESULTS FOR THE YEAR UNDER REVIEW ARE AS UNDER:

Consolidated Financial Results

(INR. in Millions)

Particulars 2020-21 2019-20

Gross Total Income 16,590.20 15,274.76

Less: Expenditure 11,740.96 12,410.55

Profit / (Loss) Before Taxation 4,849.24 2,864.21

Less: Taxation – Current 1,239.61 693.56

– Deferred (82.29) 159.01

Net Profit / (Loss) After Tax 3,691.92 2,011.64

Other Comprehensive Income 1.18 52.82

Total comprehensive income for the year (Comprising profit and other comprehensive income for the year) 3,693.10 2,064.46

Standalone Financial Results

(INR. in Millions)

Particulars 2020-21 2019-20*

Gross Total Income 7,667.61 5,684.07

Less: Expenditure 1,011.43 3,741.22

Profit / (Loss) Before Taxation 6,656.18 1,942.85

Less: Taxation - Current 211.46 51.04

- Deferred 41.02 (42.95)

Net Profit / (Loss) After Tax 6,403.70 1,934.76

Other Comprehensive Income 0.48 (5.68)

Total comprehensive income for the year (Comprising profit and other comprehensive income for the year)

6,404.18 1,929.08

*The Results includes results from discontinued operations. For details Refer Note 32 of the Standalone Financial Statements.


2 REVIEW OF BUSINESS AND OPERATIONS

Total Assets under management including custody assets are ` 2,46,083 Crs as on March ‘21.

The wealth management business has client assets of ` 208,711 Crs, including custody assets, while the Asset Management business has ` 37,372 Crs of assets under management as on March ‘21 of which ` 23,700 Crs are AIF Assets, ` 11,196 Crs are PMS Assets and ` 2,476 Crs are Mutual Fund assets.

Continuing focus on increasing Recurring Revenues has resulted in an increase in ARR generating assets by 62.9% to ` 1,01,969 Crs and an increase in Recurring revenues by 9.1% YoY to 583 Crs. The mix between ARR Assets and TBR Assets is now almost equal (50:50).

IIFL-One has been well received by clients with Assets Under Management increasing by 57.7% YoY to ` 27,940 Crs and Revenues increasing 58.6% YoY to ` 55 Crs.

Total Net flows during the year were ` 24,096 Crs, despite lockdowns constraining new account opening for almost 6 months of the year. Net Flows in Wealth Management were ` 15,138 Crs (including ` 9,919 Crs on account of acquisition of L&T Capital Markets) and ` 8,957 Crs in Asset Management.

Total Consolidated Revenue for the year was up 23.4% YoY at ` 1,053 Crs, as compared to ` 851 Crs for FY 20, while Revenue from Operations remained largely flat, down 0.5% YoY at ` 915 Crs.

Total Retention on Assets basis Revenue from Operations stood at 0.50 bps. Retention on Wealth Management Assets was 0.46 bps and Retention on Asset Management Assets was 0.70 bps.

Overall Costs for the year remained flattish, up 0.6% to ` 568 Crs.

Employee Costs were up 8.5% overall YoY at ` 417 Crs, of which Fixed Employee costs reduced by 12.8% YoY to ` 261 Crs and Variable cost, including ESOP cost increased 83.5% YoY to ` 156 Crs.

On account of remote operations, Admin and Other expenses reduced 16.3% YoY to ` 150 Crs.

Operating PBT (OPBT) was down 2.2% YoY to ` 348 Crs.

Profit before tax (PBT) for the year was up 69.3% YoY to ` 485 Crs.

Profit After Tax (PAT) for FY21 was up 78.9% at ` 369 Crs from ` 206 Crs in FY20.

Consolidated Net worth stood at ` 2,828 Crs as against ` 2,992 Crs in FY20. This was largely on account of a Dividend payout of ` 70 during the year (` 40 special dividend).

During the year, the Company has obtained the Merchant Banking License from SEBI and the Company intends to pursue Merchant Banking business on going forward basis.

Return on Equity (ROE) for the year was at 12.5% and RoE Ex-Goodwill & Intangibles was 15%, up 94% YoY.

3 MACROECONOMIC OVERVIEW

Year in review

2020 has been by far one of the most challenging years for the global economy, with the onset and continued evolution of the COVID 19 pandemic resulting in a -3.3% degrowth in global real GDP as per IMF the first such decline in over 10 years.

However, aided by massive fiscal packages, ultra-supportive monetary policies, and the creation and deployment of vaccines by major economies, we have witnessed a V-shaped recovery in global equities with global markets amazingly closing the year in the green, a situation that 12 months ago seemed almost impossible. Many global equity indices not only regained their previous highs, some have gone on to scale new peaks as well.

A fresh surge in Covid 19 related infections, rising US treasury yields, and increased mobility curbs to rein in infections by a few major economies has since reigned in investor and market exuberance, however with the continued roll out of vaccines the global economic turnaround appears to be a factor of “when”, rather than “if”.

Recently, under the new leadership of Joe Biden the United States approved a $1.9TN fiscal stimulus bill, this being in addition to the fiscal stimulus package announced in 2020 of $3 TN. These financial stimulus packages are expected to aid the US economy and in turn, also assist the global economies, including Asian economies in supporting global recoveries and consequent economic growth.

2.8%

-3.3%

6.0%4.4%

1.6%

-4.7%

5.1% 3.6%3.6%

-2.2%

6.7%5.0%

CY2019 CY2020 CY2021P CY2022P

World Economic Growth (%)

World Advanced EconomiesEmerging Market & Developing Economies

Source: IMF World Economic Outlook Report, April 2021

P: Projected


The Indian Economy also faced severe disruptions on account of the pandemic, with fiscal strains, along with sector wide lower demand and operational stresses. The country saw its worst ever GDP contraction of 23.9% YoY in the first quarter of FY 2021, primarily on account of the stringent lockdowns imposed on account of the widespread pandemic. These restrictions were slowly eased second quarter onwards and the economy commenced its journey towards recovery.

According to estimates of the provisional Annual National Income in 20-21 by the National Statistical Office (NSO), Indian GDP was estimated to contract by 7.3% in FY21, compared to the growth it had seen in the preceding year of 4%. However, the Economic survey 2020-21, also a primary source for the NSO, estimated a sharp V-shaped recovery of the Indian economy, with the real GDP estimated to record a 11% growth in FY 2021-22 – the highest ever since independence.

-10

-5

0

5

10

15

FY16 FY17 FY18 FY19 FY20 FY21 FY22P*

India Economic Growth (%)

Source: National Statistics Office, FY21 Provisional Estimates dated May 31, 2021

* Economic Survey - 2020-21

P: Projected

The sharp recovery in Indian equity markets in FY 21 was supported by all-time high foreign inflows. Factors like favorable monetary policy stance from RBI, declining COVID cases over the second half of the financial year, vaccine inoculations and procurement, attractive valuations and the prospect of a sharp increase in earnings growth over the next few years and upbeat cues from global markets upheld investor sentiments. The World Bank (WB) elevated its forecast of India’s GDP growth for FY22 to 10.1%, noticeably higher than the 5.4% it had projected in January.

While the new wave of COVID-19 and the resultant lockdown in certain parts of countries will act as an overhang on the headline numbers, most state governments pushing for higher vaccination inoculations are expected to normalize the curve of patients with serious complications thereby reducing the burden on existing medical infrastructure. We believe the volatility could increase in the near term

owing to inflationary pressures at global and domestic levels, however, pick up in earnings growth may auger well for Indian equities, albeit the pace could be slower than anticipated. The market polarization is likely to reverse as the recovery becomes more broad-based and hence provide ample room for wealth creation.

There are obvious risks to this recovery in the near term that need to be monitored:

(1) Return to normalcy could take longer than anticipated given the unprecedented rise in the COVID-19 cases across the country

(2) Lockdown / strict restrictions in certain states may remain for longer than anticipated.

Going forward, implementation of various measures announced during the Union budget and the efficiency and pace of vaccination along with global cues and capital flows would be amongst the key events to monitor.

FUTURE BUSINESS OUTLOOK

Our conscious focus on driving cost and productivity enhancements at a firm level have now begun to reap benefits. These measures have been taken using a combination of cost reduction initiatives, deployment of technology to improve productivity as well as taking judicious calls on outsourcing of select activities to derive scale benefits. The benefits are beginning to reflect in our Cost to Income ratios, which have been steadily declining. We expect going forward that these efforts will generate positive operating leverage, thereby enhancing firmwide productivity metrics. Investments will continue in strengthening key organizational areas of Digital, Compliance and Risk.

We intend to further grow and consolidate our overall market position and to enhance our platform and proposition via differentiated product offerings, as well as continuously evaluating inorganic opportunities to expand growth trajectory.

We will continue to find the right intersections between wealth creation and wealth preservation, between our expertise and client’s level of involvement, between old age values and new-age technology, between client’s needs for today and our client’s family’s needs for tomorrow. We continue to invest in building a high-quality team and imbibe a culture which encourages innovation and strong orientation towards knowledge-based service.

India has seen a strong economic bounce and investment sentiment remains buoyant on the back of


excess liquidity and savings. There are strong tail winds across the Wealth Management and Asset Management businesses as evidenced by sustained growth in HNI/UHNI clients driven by large number of monetization events and continued growth in next tier locations along with strong traction on institutional mandates in the Asset Management business and strong momentum across our Unlisted Differentiated strategies.

EQUITY MARKETS

Growing optimism around the global economic recovery, persistent drop in new cases and the progress of vaccination drives supported the global equity markets in the latter half of FY 21. Vaccination roll-outs across the globe, continued economic recovery, strengthened expectations of a fiscal stimulus in the US and dollar weakness kept investor sentiments strong for EM equities. This was further aided by strong portfolio inflows amid supportive surplus liquidity across the globe. The Hang Seng Index (Hong Kong) and Nikkei 225 Index (Japan) shot up by 20.2% and 54.3%, last year. Japan’s Nikkei 225 crossed the 30,000 mark for the first time in more than three decades. This surge can mainly be attributed to Japan’s economy growing by 12.7% in October-December quarter FY 2020-21 on a YoY basis. European equities suffered from a relatively slow roll-out of COVID-19 vaccines, political uncertainty in Italy and slower economic recovery amid lockdown restrictions. Brexit uncertainty along with second wave of virus infections have battered the UK, with the FTSE 100 Index being the slowest performing regional equity market.

Meanwhile, Indian equity markets outperformed the broader EM indices, with the Nifty 50 increasing by 70.9% and Nifty 500 by 76.0% in 12 months ending March 2021. Persistent traction in foreign flows and brighter domestic economic outlook as reflected through steady improvement in several high frequency indicators and better than expected Q4 FY 2020-21 corporate earnings also kept investor sentiments buoyant. This was further supported by stimulus measures announced by the Government and liquidity measures adopted by RBI.

Despite COVID-induced turbulence, Indian equity markets showed their best performance in a decade in FY 2020-21. Surge in trading by retail investors and Foreign Institutional Investors (FIIs) fuelled a rally in equity markets post the sharp correction of March 2020. FII’s net investment recorded an all-time high in FY 2020-21 at USD 37.1 billion which is approximately 14 times higher than that of USD 2.6 billion in FY 2019-20, owing to continuous rally in equity prices. Unlike FIIs, Domestic Institutional Investors (DIIs) remained strong

sellers of Indian equities with net outflows of USD 19.0 billion in FY 2020-21. Net investment by DIIs remained negative due to redemption pressures and profit-booking as equity valuations touched lifetime highs.

An exponential rise in COVID infections in the second half of March 2021 compelled re-imposition of restrictive measures and raised concerns on the ongoing economic recovery, however markets seem unperturbed by the rising number of infections in the ongoing second wave of COVID-19. The likely reason is that markets see the same as a temporary bump in the course of recovery and expect activities to normalise over time. Further, the impact on the earnings of majority of the NIFTY50 sectors is likely to be temporary and limited.

Debt Market Outlook

FY 20-21 was an action-packed year for Indian fixed income markets. 10-year G-sec yields, which spiked in early April 2020 on the back of massive FPI selling and the fear of a significant rise in fiscal deficit, reversed its course soon and started trending lower. The yield fell below 6%, driven by aggressive monetary easing, but inched up again and hovered around 6% throughout the year. The 10-year yield ended only 3 bps higher than last year despite the central government’s fiscal deficit rising sharply from the budgeted 3.8% to 9.2% of GDP. This was mainly due to the RBI’s intervention through open market operations (OMOs). Term spread however, jumped in March 2020 from ~1% to over 2% and remained at elevated levels as the shorter end of the yield curve was firmly anchored due to ample liquidity. Domestic liquidity remained in ample surplus supported by liquidity infusion by the RBI and the further rise in government spending and the muted credit growth also added to the surplus.

FPI flows into Indian debt markets in FY 20-21 were weak, albeit better than the previous year. The net FPI outflow amounted to ~$2.2 bn in FY 20-21 (FY 19-20: $5.4 bn).

Going forward, the outlook on yields remains uncertain as rise in international crude prices, increase in 10-year US treasury yields, elevated fiscal deficit and CPI, especially core CPI, pose an upside risk to yields. The high statutory liquidity ratio (SLR) investment holdings of banks and signs of a broad-based improvement in economic activity can also push yields higher. However, the RBI has been consistently intervening to stem any significant rise in yields and may continue to do so in the foreseeable future. Also, muted credit growth, low global rates and ample liquidity bode well for yields in India.


During the year, credit markets faced heightened volatility, resulting in the widening of spreads. This followed from Yes Bank AT1 bonds being written off (in February 2020), imposition of the lockdown, announcement of the winding up of six debt schemes by Franklin Templeton, etc. The spreads normalised from Q2FY 21 onwards, supported by the RBI’s monetary and regulatory easing measures, recovery in economic activity, lower than expected impact of the pandemic on financial institutions, improvement in collection efficiency of banks and NBFCs, and other such factors.

4 DIVIDEND

During the period under review, your Company has declared interim dividends of 40/- and 30/- per share on August 19, 2020 and February 2, 2021, respectively, for shares having face value 2/- each, involving a total outlay of ` 612.72 Crs.

The dividend payout for the year under review is in accordance with the Company’s policy to pay sustainable dividend linked to long-term growth objectives of the Company, to be met by internal cash accruals.

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company has adopted a Dividend Distribution Policy which is annexed as Annexure IV and is available on the Company’s website at https://www.iiflwealth.com.

5 SHARE CAPITAL

The total paid-up share capital of the Company as on March 31, 2021, was increased to ` 17,57,65,540 divided into 8,78,82,770 equity shares, increased from ` 17,43,62,084 divided into 8,71,81,042 equity shares as on March 31, 2020, of ` 2/- each. The increase in share capital was due to issue of equity shares pursuant to exercise of stock options during the year.

6 TRANSFER TO RESERVES

During FY21, the Company has transferred ` 0.16 million

to general reserve.

7 DEPOSITS

During the period under review, your Company has not accepted/ renewed any deposit within the meaning of Section 73 of the Companies Act, 2013, read with applicable rules thereto.

8 MERGER AND ACQUISITIONS

During the year under review, IIFL Wealth Prime Limited (formerly known as IIFL Wealth Finance Limited) a wholly-owned subsidiary Company, had acquired IIFL Wealth Capital Markets Limited (formerly known as L&T Capital Markets Limited) on April 24, 2020.

9 DETAILS OF SUBSIDIARIES

In accordance with Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report, have been prepared and are also available on the website of the Company. You may refer to the annexure to the consolidated financial statements of the Company, which contains the statement containing the salient features of the financial statement of the subsidiaries in the prescribed format AOC-1.

As per the provisions of Section 129, 134 and 136 of the Companies Act, 2013, read with applicable Rules, Regulation 33 of SEBI Listing Regulations, 2015 and applicable Indian Accounting Standards(“Ind AS”), the Board of Directors at its meeting held on May 18, 2021, approved the Consolidated Financial Statements of the Company and its subsidiaries. Copies of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and Report of the Auditors of each of the subsidiary companies are not attached to the accounts of the Company for the financial year 2020-21. The Company will make these documents/ details available upon request by any Member of the Company. These documents/details will also be available for inspection by any Member of the Company at its registered office and at the registered offices of the concerned subsidiaries during business hours on working days and through electronic means. Members can request the same by sending an email to [email protected] till the Annual General Meeting. The audited financials of all the subsidiaries are available on the website of the Company at https://www.iiflwealth.com. The Company’s financial statements including the accounts of its subsidiaries, which form part of this Annual Report are prepared in accordance with the Companies Act, 2013 and Ind AS 110.

As at date of report, your Company has following subsidiaries:

Domestic Subsidiaries:

i. IIFL Wealth Prime Limited (formerly known as IIFL Wealth Finance Limited)


ii. IIFL Wealth Distribution Services Limited (formerlyknown as IIFL Distribution Services Limited)

iii. IIFL Asset Management Limited

iv. IIFL Investment Adviser and Trustee ServicesLimited

v. IIFL Wealth Portfolio Managers Limited (formerlyknown as IIFL Portfolio Managers Limited)

vi. IIFL Trustee Limited

vii. IIFL Wealth Securities IFSC Limited

viii. IIFL Wealth Altiore Limited (formerly known asAltiore Advisors Private Limited)

ix. IIFL Wealth Capital Markets Limited (formerlyknown as L&T Capital Markets Limited)

x. IIFLW CSR Foundation

International Subsidiaries:

i. IIFL Asset Management (Mauritius) Limited

ii. IIFL Private Wealth Management (Dubai) Limited

iii. IIFL (Asia) Pte. Limited

iv. IIFL Inc.

v. IIFL Capital (Canada) Limited

vi. IIFL Capital Pte. Limited

vii. IIFL Securities Pte. Limited

IIFL Wealth Prime Limited (formerly knowns as IIFL Wealth Finance Limited) and IIFL Asset Management Limited, are the material subsidiaries of the Company during the period under review.

During the year under review, the Company has invested USD 10 Million into the step-down subsidiary IIFL Capital Pte. Ltd., Singapore.

The Company does not have any associate/joint venture company.

The Annual Report which consists of the financial statements of your Company on standalone basis as well as consolidated financial statements of the group for the year ended March 31, 2021, is being sent to all the members of your Company.

The policy on determining the material subsidiary is available on the website of the Company.

10 CORPORATE GOVERNANCE

Pursuant to SEBI Listing Regulations, 2015 a separate section ‘Report on Corporate Governance’ has been included in this Annual Report. The Report of Corporate Governance also contains certain disclosures required under the Companies Act, 2013.

11 ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on March 31, 2021, is available on the Company’s website: www.iiflwealth.com.

12 DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Directors

The Board of your Company consists of Mr. Karan Bhagat, Managing Director, Mr. Nilesh Vikamsey (Chairman of the Board), Ms. Geeta Mathur, Dr. S. Narayan and Mr. Pankaj Vaish who are Independent Directors, Mr. Nirmal Jain, Mr. R. Venkataraman, Mr. Gopalakrishnan Soundarajan and Mr. Yatin Shah who are Non-Executive Directors and Mr. Sandeep Naik and Mr. Shantanu Rastogi who are Nominee Directors (nominated by General Atlantic Singapore Fund Pte Ltd) of the Company.

Mr. Nilesh Vikamsey, Dr. S. Narayan, Mr. Pankaj Vaish and Ms. Geeta Mathur have submitted their declaration of independence under Section 149(6) of the Companies Act, 2013.

Directors retiring by rotation

Mr. Nirmal Jain and Mr. Venkataraman Rajamani shall retire by rotation at the Fourteenth Annual General Meeting (AGM) of the Company and are eligible for re-appointment.

Independent Director’s Data Base & Proficiency Test

Pursuant to a notification dated October 22, 2019, issued by the Ministry of Corporate Affairs, name of every Independent Director should be registered in the database of Independent Directors maintained by Indian Institute of Corporate Affairs, Manesar (“IICA”).

Accordingly, the Independent Directors of the Company have registered themselves with the IICA for the said purpose.

The opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of Independent Directors is complied with.


i. Meetings of the Board of Directors

The Board of Directors have met seven (7) times during the period under review to discuss and approve various matters including financials, declaration of interim dividend, review of audit reports and other board businesses. For further details kindly refer the Corporate Governance Report.

ii. Committees of the Board

In accordance with the Companies Act, 2013, the Board has constituted following Committees as per the applicable provision of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

(i) Audit Committee;

(ii) Nomination and Remuneration Committee;

(iii) Corporate Social Responsibility Committee;

(iv) Stakeholders’ Relationship Committee;

(v) Risk Management Committee.

(i) Audit Committee

The Audit Committee comprises of Mr. Nilesh Vikamsey, Ms. Geeta Mathur, Mr. Pankaj Vaish and Mr. Shantanu Rastogi. Ms. Geeta Mathur is the Chairperson of the Committee. The role, terms of reference and powers of the Audit Committee are in conformity with the requirements of the Companies Act 2013, the SEBI Listing Regulations, 2015 and the internal policies. The Committee met seven (7) times during the year under review and discussed financials, audit issues and appointment of auditors. During the period under review, all the recommendations of the Audit Committee were accepted by the Board of Directors of the Company.

The details including the meetings, role, terms of reference etc. of the Audit Committee are provided in the Corporate Governance Report.

(ii) Nomination and Remuneration Committee

The Nomination and Remuneration Committee (“NRC”) comprises Mr. Nilesh Vikamsey, Ms. Geeta Mathur, Mr. Nirmal Jain and Mr. Sandeep Naik. Ms. Geeta Mathur is the Chairperson of the Committee. As per the provisions of Section 178 of the Companies Act, 2013, the NRC had formulated a Nomination and Remuneration policy. The same is annexed as an Annexure I to this Report.

The details including the frequency of meetings, role, terms of reference, etc. of the Nomination and Remuneration Committee are provided in the Corporate Governance Report.

(iii) Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee (“CSR Committee”) comprises of Mr. Nilesh Vikamsey, Mr. Nirmal Jain, Mr. Karan Bhagat and Mr. Sandeep Naik. Mr. Karan Bhagat is the Chairman of the Committee.

The Company has also incorporated IIFLW CSR foundation, under Section 8 of the Companies Act, 2013, to execute IIFL Wealth group CSR activities.

The details including the meetings, role, terms of reference etc. of the CSR Committee are provided in the Corporate Governance Report.

(iv) Stakeholders’ Relationship Committee

Stakeholders’ Relationship Committee comprises of Mr. Venkataraman Rajamani, Mr. Pankaj Vaish and Mr. Yatin Shah.

The details including the frequency of meetings, role, terms of reference etc. of the Stakeholders’ Relationship Committee are provided in the Corporate Governance Report.

(v) Risk Management Committee

Risk Management Committee comprises of Mr. Venkataraman Rajamani, Ms. Geeta Mathur, Mr. Karan Bhagat, Mr. Shantanu Rastogi and Mr. Nilesh Vikamsey.

The objective of the Risk Management Committee is to oversee the risk management governance structure, define and review the framework for identification, assessment, monitoring, mitigation and reporting of risks. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The details including the role, objectives/ terms of reference of the Risk Management Committee are provided in the Corporate Governance Report.

iii. Separate meeting of Independent Directors

In compliance with provisions of the Companies Act, 2013, a separate meeting of Independent Directors was held on March 23, 2021, inter alia, to discuss the following:

• Review the performance of non-independentdirectors and the Board as a whole;

• Review the performance of the Chairperson ofthe Company, taking into account the views ofExecutive Directors and Non-Executive Directors;


• Assess the quality, quantity and timeliness of flowof information between the management and theBoard that is necessary for the Board to effectivelyand reasonably perform their duties.

Upon conclusion of the meeting, the Independent Directors expressed their satisfaction over the performance of the other Directors and Board as a whole. They also expressed their satisfaction over the quality, quantity and flow of information between the management and the Board / Committees of the Board from time to time.

iv. Annual Evaluation of the Board

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, 2015 and SEBI Circular no. SEBI/HO/CFD/CMD/ CIR/P/2017/004 dated January 05, 2017, the Board of Directors has carried out an annual performance evaluation of its own performance, the Directors individually including Independent Directors based out of the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee (“NRC”).

The Board noted the key improvement areas emerging from the exercise in 2020-21 and action plans to address these are in progress.

The Independent Directors expressed their satisfaction with overall functioning and implementations of their suggestions given earlier.

v. Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that they meet the criteria of Independent laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI Listing Regulations, 2015.

There has been no change in the circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact the ability of Independent Directors to discharge their duties with an objective of independent judgment and without any external influence.

b. Key Managerial Personnel

The following officials are the “Key Managerial Personnel” of the Company, pursuant to the provisions of Section 203 of the Companies Act, 2013:

• Mr. Karan Bhagat, Managing Director,

• Mr. Mihir Nanavati, Chief Financial Officer and

• Mr. Amit Bhandari, Company Secretary andCompliance Officer (with effect from February 2,2021).

During the year Mr. Ashutosh Naik has resigned as Company Secretary and Compliance Officer of the Company with effect from October 14, 2020 and Mr. Amit Bhandari was appointed as Company Secretary and Compliance Officer with effect from February 2, 2021.

13 BOARD EFFECTIVENESS

Familiarisation Program for the Independent Directors

In compliance with the requirements of SEBI Listing Regulations, 2015, the Company has put in place a Familiarisation Programme for Independent Directors to familiarise them with the working of the Company, their roles, rights and responsibilities vis-à-vis the Company, the industry in which the Company operates and business model etc.

On a quarterly basis, presentations are made at the meeting of Board and Committees, on business, operations and performance updates of the Company and the group, important developments in the subsidiaries, relevant statutory and regulatory changes applicable to the Company, update on important legal matters pertaining to the Company and its subsidiaries.

Details of the Familiarisation Programme are provided in the Corporate Governance Report and are also available on the website of the Company.

14 CORPORATE SOCIAL RESPONSIBILITY (CSR)

We at IIFL Wealth Management Limited strongly believe in enabling inclusive development. The core focus of our CSR is aimed at reducing inequality by enabling access to opportunities to underserved or marginalised communities. Through our CSR, we wish to implement sustainable programmes that move the needle on social impact by addressing some of the most critical developmental challenges. To consolidate our efforts towards catalytic CSR, we established the IIFLW CSR Foundation (“Foundation”) to design and deliver CSR activities on behalf of the IIFL Wealth Management Limited group entities.

Our vision for the Foundation is to bring about a positive change in the lives of underprivileged individuals and communities by enabling a strategic and collaborative partnership to maximise social impact. We believe that meaningful impact can be achieved through effective collaboration. We wish to partner with our clients and leverage their passion for social impact to amplify the scale of our CSR programmes.


The first year of the Foundation’s initiatives focused on critical and relevant thematic areas such as Education and Healthcare including COVID relief. Our focus going forward will be to support interventions in Healthcare, Education, Livelihoods and Financial Inclusion, which will enable us to build resilience in various communities. As experts in financial sector, we would like to leverage our core competencies and expertise beyond providing mere funds as part of our responsibility to society.

As we move forward in our social impact journey, we wish to evolve towards a more strategic and impactful model for our CSR where we envision our role in mobilising both philanthropic capital and other types of capital to create more collaborative, meaningful, sustainable solutions that uplift lives of underserved and under-represented individuals and communities. This will also enable a multiplier effect of our funds and make our programmes sustainable in the longer run.

The Annual Report on CSR activities by the Company is annexed as Annexure II.

15 PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 (“the Act”) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in “Annexure III” to this report.

Further, a statement showing names and other particulars of employees drawing remuneration in excess of the limits as set out in the Rules 5(2) and 5(3) of the aforesaid Rules, forms part of this report. However, in terms of first proviso to Section 136(1) of the Act, the Annual Report and Accounts are being sent to the Members and others entitled thereto, excluding the aforesaid information. The said information is available for inspection by the Members at the Registered Office of the Company during business hours on working days and through electronic means, up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary at [email protected], whereupon a copy would be sent.

16 EMPLOYEE STOCK OPTION SCHEME

The stock options granted to the employees of the Company and its subsidiaries currently operate under the following Schemes which are prepared as per the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014 (“SBEB Regulations”):

• IIFL Wealth Employee Stock Option Scheme – 2012



• IIFL Wealth Employee Stock Option Scheme-Demerger Scheme


During the year, the Company has implemented IIFL Wealth Employee Stock Option Scheme- 2021 for the employees of the Company and its subsidiaries.

Sr. no. Heading Particulars

A Number of options granted during the year 1,17,530

B Exercise Price (per share) 831 shares @ ` 417

4,300 shares @ ` 16

83,725 shares @ ` 282

2,62,936 shares @ ` 339

1,98,416 shares @ ` 417

1,25,026 shares @ ` 861

25,265 shares @ ` 82.02

372 shares @ ` 82.73

857 shares @ ` 218.71

C Options Vested during the year 12,25,953

D Options Exercised during the year 7,01,728

E Total no. of shares arising as result of exercise of Options

7,01,728

F Options lapsed (Re-allocable)* 1,25,735

E Variation in terms of Options Nil

G Money realised by exercise of Options (In `) 30,58,38,384.33


Sr. no. Heading Particulars

H Total number of options in force 29,67,520

I Employee-wise details of options granted to:

- Key Managerial Personnel NIL

- any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year

Name (ESOP Scheme 2019)

Options

- Amit Kumar (Principal)

7,500 @ ` 900.00

- Anshuman Maheshwary (Chief Operating Officer)

10,000 @ ` 1147.00

- Kevin Chen Jong Woei (Senior Vice President)

10,000 @ ` 900.00

- Kunal Haria (Principal)

9,000 @ ` 900.00

- Manoj Shenoy (Executive Director)

24,967 @ ` 900.00

- Sugat Dhara (Senior Vice President)

10,000 @ ` 900.00

- Sugat Dhara (Senior Vice President)

10,000 @ ` 1147.00

- identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding warrants and conversions) of the company at the time of grant

Nil

*Options Lapsed for 2012 Scheme, 2015 Scheme and Demerger Scheme are not re-allocable.

A certificate from the Auditors of the Company that the Schemes have been implemented in accordance with the SBEB Regulations would be placed at the ensuing Annual General Meeting (“AGM”) for inspection by Members through electronic means.

The disclosure requirements under the Securities and Exchange Board of India (Share-Based Employee Benefits) Regulations, 2014, for the aforesaid ESOP Schemes, in respect of the year ended March 31, 2021, are disclosed on the Company’s website: www.iiflwealth.com.

17 RISK MANAGEMENT POLICY AND INTERNAL CONTROL ADEQUACY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. These are discussed at the meetings of the Audit Committee, Risk Management Committee and Board of Directors of the Company.

The internal processes have been designed to ensure adequate checks and balances and regulatory compliances at every stage. Authority matrices have

been defined going down from the Board of Directors, to provide authority to approve various transactions.

The Company has in place adequate internal controls with reference to financial statements and operations and the same are operating effectively. These are encapsulated in the Risks & Controls Matrix (RCM). The Internal Auditors tested the design and effectiveness of the key controls and no material weaknesses were observed in their examination. Further, Statutory Auditors verified the Design and Implementation (D&I) of controls and testing of operating effectiveness of controls for material class of transactions, account balances and disclosures and have confirmed that they do not have any significant or material observations in relation of deficiencies in design and controls.

18 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND THE COMPANY’S FUTURE OPERATIONS

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company’s future operations.


24 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has put in place a policy for Related Party Transactions (RPT Policy), which has been approved by the Board of Directors. The Policy provides for identification of Related Party Transactions (RPTs), necessary approvals by the Audit Committee/Board/ Shareholders, reporting and disclosure requirements in compliance with the Companies Act, 2013 and provisions of SEBI Listing Regulations, 2015.

All related party transactions that were entered during the financial year were in ordinary course of the business of the Company, and the transactions were on arms’ length basis.

No contract/ arrangement has been entered by the Company with its promoters, directors, key managerial personnel or other persons which may have a potential conflict with the interest of the Company. The transactions with related party are disclosed by way of notes to accounts in the standalone financial results of the Company for the financial year ended March 31, 2021.

The Company’s policy on dealing with the Related Party Transactions is available on the Company’s website: www.iiflwealth.com.

25 MANAGEMENT’S DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI Listing Regulations, 2015 the Management’s discussion and analysis is set out in this Annual Report.

26 ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on energy conservation, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, is appended below:

Conservation of energy:

The Company is engaged in providing financial services and as such its operations do not account for substantial energy consumption.

However, the Company is taking all possible measures to conserve energy. Several environment friendly measures were adopted by the Company such as:

• Installation of capacitors to save power,

19 STATUTORY AUDITORS

At the 13th Annual General Meeting held on September 11, 2020, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W100018), were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 18th Annual General Meeting to be held in the year 2025.

20 AUDITORS’ REPORT

The Reports of the Statutory Auditors on Standalone and Consolidated Financial Statements of the Company form part of this Annual Report.

There are no qualifications, reservations or observations by the Statutory Auditors in their reports for the financial year ended March 31, 2021.

The Notes to the financial statements referred in the Auditors Reports are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013.

The Statutory Auditors have not reported any incident of fraud committed in the Company by its officers or employees to the Audit Committee under Section 143 (12) of the Companies Act, 2013, in the year under review.

21 SECRETARIAL AUDIT

During the year under review, the Secretarial Audit was conducted by M/s. Mehta & Mehta, Practicing Company Secretaries. The report of the Secretarial Audit is annexed herewith as Annexure V. There are no qualifications contained, during the said Report.

As per Regulation 24A of the SEBI Listing Regulations, a listed company is required to annex a secretarial audit report of its material unlisted subsidiary to its Directors Report. The secretarial audit reports of Material subsidiaries of the Company i.e. IIFL Asset Management Limited and IIFL Wealth Prime Limited for FY 2020-21 are annexed herewith.

22 FEMA COMPLIANCE

With reference to Circular No. D/o IPP F. No. 5(1)/2017-FC-1 dated August 28, 2017 (“FDI Policy”) relating to Foreign Direct Investment Policy, the Company complied with FDI Policy and various circulars issued by Reserve Bank of India from time to time.

23 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The details of loans, guarantees or investments made are provided in the standalone financial statement.


• Installed Thin Film Transistor (TFT) monitors that saves power,

• Light Emitting Diode (LED) lights,

• Automatic power shutdown of idle monitors,

• Restricted access to printers at central hub besides removal of earlier printers.

Environmental awareness communication:

• Minimizing air-conditioning usage,

• Avoiding disposable cups and plates by encouraging employees to carry their own cups and cutlery,

• Shutting off all the lights and air-conditioner when not in use, and

• Education and awareness programs for employees. The management frequently puts circulars on corporate intranet, and digital boards in common area for the employees educating them on ways and means to conserve electricity and other natural resources and ensures strict compliance of the same.

Technology absorption and innovation :

The management understands the importance of technology in the business segments. It operates and lays utmost emphasis on system development and use of best technology available in the industry. The management keeps itself abreast of technological advancements in the industry and ensures continued and sustained efforts towards absorption of technology, adaptation as well as development of the same to meet the business needs and objectives.

The management invested considerable resources in deploying the latest technologies in the areas of wide area networking using MPLS, video communications, VoIP, automated dialers and other customer relationship management (CRM) tools and software. The Company also made significant strides in using cloud technology for customer-facing servers providing rapid and inexpensive ramp-up or down of capacity in line with business requirements.

The management is aware of increasing threats in the Information Security domain and has taken several steps to ensure that the Company is safe guarded against hacking attacks, data leakage and security breaches. IT and certain business processes have been recertified for ISO 27001 systems for practicing industry standard security implementations and processes. The management has invested resources in implementing controls and continuously monitoring violations, if any.

Research and Development (R & D):

The Company is engaged in distribution of various financial products and advising clients on wealth management through mutual fund and alternative investment fund platform, which entails internal research of investment products, sectors and markets.

FOREIGN EXCHANGE EARNING AND OUTGO:

a) The foreign exchange earnings: ` 10.87 Million;

b) The foreign exchange expenditure: ` 62.45 Million.

27 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013

Your Company is committed to provide a work environment that ensures every woman employee is treated with dignity and respect and afforded equitable treatment. Your Company is also committed to promote a work environment that is conducive to the professional growth of its women employees and encourages equality of opportunity. Your Company will not tolerate any form of sexual harassment and is committed to take all necessary steps to ensure that its women employees are not subjected to any form of harassment.

Your Directors further state that your Company has formulated and adopted a ‘Policy for Prevention / Prohibition / Redressal of Sexual Harassment of Women at the Workplace’, and that there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

28 DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is hereby confirmed that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets


of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29 COMPLIANCE WITH THE SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

30 BUSINESS RESPONSIBILITY REPORT

A Business Responsibility Report as per Regulation 34 of the SEBI Listing Regulations, 2015 detailing the various initiatives taken by your Company on the environmental, social and governance front, forms an integral part of this report.

31 RISK MANAGEMENT REPORT

In terms of the provisions of Section 134 of the Companies the Companies Act, 2013 a Risk Management Report is set out in the Management Discussion and Analysis Report.

ACKNOWLEDGEMENTS

Your Directors would like to place on record their gratitude for the valuable guidance and support received from regulatory agencies. Your Directors acknowledge the support of the members and also wish to place on record their appreciation of employees for their commendable efforts, teamwork and professionalism.

For and on behalf of the Board of Directors

-Sd- -Sd-

Karan Bhagat Yatin Shah Managing Director Non-Executive Director DIN: 03247753 DIN: 03231090



Annexures to the Directors’ ReportANNEXURE I

NOMINATION AND REMUNERATION POLICY

I. OBJECTIVE:

This policy on nomination and remuneration of Directors, and Senior Management has been approved by the Nomination and Remuneration Committee (the Committee) and Board of Directors.

II. DEFINITIONS:

1. “Act” means the Companies Act, 2013 and Rules framed there under, as amended from time to time.

2. “Research Analysts” shall have the same meaning as defined under the SEBI (Research Analysts) Regulation, 2014 as amended from time to time.

3. “Senior Management” means the personnel of the company who are members of its core management team excluding Board of Directors comprising all members of management one level below the executive directors, including the functional heads.

Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Companies Act, 2013 / Listing agreement (wherever applicable) as may be amended from time to time shall have the meaning respectively assigned to them therein.

III. ROLE OF COMMITTEE:

• To guide the Board in relation to appointment and removal of Directors, and Senior Management.

• To recommend to the Board on policy on Remuneration payable to the Directors, and Senior Management.

• To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board.

• To formulate the criteria for evaluation of Independent Directors and the Board.

• To devise a policy on Board diversity.

• Recommend to the board, all remuneration, in whatever form, payable to senior Management

• Administration and superintendence of the ESOP Scheme(s).

IV. APPOINTMENT AND REMOVAL OF DIRECTOR AND SENIOR MANAGEMENT:

1. Appointment Criteria and Qualifications:

a) A person being appointed as director or in senior management should possess adequate qualification, expertise and experience for the position he / she is considered for appointment.

b) Independent Director:

(i) Qualifications of Independent Director:

An Independent director shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, operations or other disciplines related to the company’s business.

(ii) Positive attributes of Independent Directors:

An independent director shall be a person of integrity, who possesses relevant expertise and experience and who shall uphold ethical standards of integrity and probity; act objectively and constructively; exercise his responsibilities in a bona-fide manner in the interest of the company; devote sufficient time and attention to his professional obligations for informed and balanced decision making; and assist the company in implementing the best corporate governance practices.

2. Removal:

Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, rules and regulations there under, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.


3. Retirement:

The Director, and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

V. REMUNERATION:

A. Directors:

a. Executive Directors (Managing Director, Manager or Whole Time Director):

(i) At the time of appointment or re-appointment, the Executive Directors shall be paid such remuneration as may be mutually agreed between the Company (which includes the N&R Committee and the Board of Directors) within the overall limits prescribed under the Companies Act, 2013.

(ii) The remuneration shall be subject to the approval of the Members of the Company in General Meeting as per the requirement of the Companies Act, 2013.

(iii) The remuneration of the Manager/ CEO/ Managing Director/ Whole Time Director is broadly divided into fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company. In determining the remuneration (including the fixed increment and performance bonus), the Committee shall consider the following:

• the relationship of remuneration and performance benchmark;

• balance between fixed and incentive pay reflecting short and long-term performance objectives, appropriate to the working of the Company and its goals;

• responsibility required to be shouldered, the industry benchmarks and the current trends;

• the Company’s performance vis-à-vis the annual budget achievement and individual performance.

b. Non-Executive Director:

(i) The Non-Executive Independent Director may receive fees for attending meeting of Board or Committee thereof. Provided that the amount of such fees shall not exceed Rupees One Lac per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

(ii) A Non-Executive Director may be paid commission on an annual basis, of such sum as may be approved by the Board on the recommendation of the Committee.

(iii) The Committee may recommend to the Board, the payment of commission, to reinforce the principles of collective responsibility of the Board.

(iv) In determining the quantum of commission payable to the Directors, the Committee shall make its recommendation after taking into consideration the overall performance of the Company and the onerous responsibilities required to be shouldered by the Director.

(v) The total commission payable to the Directors shall not exceed prescribed limits as specified under Companies Act, 2013.

(vi) The commission shall be payable on prorate basis to those Directors who occupy office for part of the year.

B. Senior Managerial Personnel:

The remuneration to the Senior Management Personnel will be based on following guidelines:

a. maintaining a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company;

b. compensation should be reasonable and sufficient to attract retain and motivate and senior management;

c. Remuneration payable should comprise of a fixed component and a performance linked variable based on the extent of achievement of individual performance vis-a-vis overall performance of the company;


d. Remuneration shall be also considered in form of long term incentive plans for key employees, based on their contribution, position and length of service, in the nature of ESOPS/ESPS.

C. Research Analysts:

(i) The compensation of all individuals employed as Research Analyst shall be reviewed, documented and approved at least annually by the Committee.

(ii) While approving the compensation of the Research Analysts, the Committee shall not consider:

a. Any specific merchant banking or investment banking or brokerage services transaction which might have happened because of the services of the Research Analyst; and

b. Any contribution made by the Research Analyst to the Company’s investment banking or merchant banking or brokerage services business other than that of preparing and / or providing research reports.

VI. EVALUATION:

The Committee shall carry out evaluation of performance of every Director at regular interval (yearly). The Committee shall also formulate and provide criteria for evaluation of Independent Directors and the Board as a whole, if applicable.

VII. OTHER DETAILS:

Membership

The Committee shall consist of minimum 3 non-executive directors, majority of them being independent. The Chairperson of the Committee shall be an Independent Director. The Chairperson of the Company shall not be a Chairman of the Committee. The term of the Committee shall be continued unless terminated by the Board of Directors.

Frequency of Meetings

The meeting of the Committee shall be held at such regular intervals as may be required. The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the Committee. An Annual Meeting will be held to review the performance of Directors / Senior Management and approve re-appointment of Director(s).

Secretary

The Company Secretary of the Company shall act as Secretary of the Committee. In absence of Company Secretary, the Committee may designate any other officials or any of the members of the Committee who shall act a Secretary of the Committee.


ANNEXURE – II

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES FORTHE FINANCIAL YEAR 2020-21

[Pursuant to Clause (o) of Sub-Section (3) of Section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014]

1. Outline of CSR Policy

a. Our vision for the Foundation is to bring about a positive change in the lives of underprivileged individuals andcommunities by enabling a strategic and collaborative partnership.

b. In order to consolidate our efforts towards impactful CSR, the IIFLWAM group established the IIFLW CSRFoundation (“Foundation”) to design and implement CSR activities on behalf of the IIFLWAM group entities.

c. We strongly believe in enabling inclusion to bridge the gap of available opportunities and equality for both -communities that have not been given an opportunity and for those whom such opportunities are unattainable due to monetary or other reasons.

d. Through our CSR efforts, we look at collaborative efforts with existing philanthropy to move the needle onimpact.

2. Composition of CSR Committee:

Sl. No.

Name of Director Designation / Nature of Directorship

Number of meetings of CSR Committee held during the year

Number of meetings of CSR Committee

attended during the year

1 Mr. Karan Bhagat Managing Director- Chairperson 3 2

2 Mr. Nirmal Jain Non-Executive Director- Member 3 2

3 Mr. Nilesh Vikamsey Non-Executive, Independent Director- Member

3 3

4 Mr. Sandeep Naik Non-Executive Director- Member 3 3

3. Provide the web-link where Composition of CSR :Committee, CSR Policy and CSR projects approved by the boardare disclosed on the website of the company: www.iiflwealth.com

4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of theCompanies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report): Not Applicable

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Socialresponsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any : Not Applicable

6. Average net profit of the company as per section 135(5): ` 1,38,25,35,883

7. (a) Two percent of average net profit of the company as per section 135(5): ` 2,76,50,718

(b) Surplus arising out of the CSR projects or programs or activities of the previous financial years: Nil

(c) Amount required to be set off for the financial year, if any: Nil

(d) Total CSR obligation for the financial year (7a+7b- 7c): ` 2,76,50,718


8. (a) CSR amount spent or unspent for the financial year:

Total Amount Spent for the Financial

Year.(in `)

Amount Unspent (in `)

Total Amount transferred to Unspent CSR Account as per section 135(6).

Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5).

Amount. Date of transfer. Name of the Fund Amount. Date of transfer.

2,76,50,718.00 NA NA NA

(b) Details of CSR amount spent against ongoing projects for the financial year:

(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)Sl.No.

Name of the Project.

Item from the

list of activities

in Schedule VII to the

Act.

Local area (Yes/No).

Location of the project. Project duration.

Amount allocated

for the project (in `).

Amount spent in the

current financial

Year (in `).

Amount transferred

toUnspent CSR Account for

the project as per Section 135(6) (in `).

Mode of Implementa

tion - Direct (Yes/

No).

Mode of Implementation - Through Implementing agency

State. District.Name CSR

Registration number.

1. iMobile and Lab on bike programme (via Agastya International Foundation)

(ii) Yes Maharashtra Mumbai 1 year 20,00,000 0 NA No IIFLW CSR Foundation

CSR00001897

2. Enabling entrepreneurship in tribal communities (via Raah Foundation)

(ii) No Maharashtra Palghar 1 year 1,00,00,000 0 NA No IIFLW CSR Foundation

CSR00001897

3. Development of Maa Baadi centres (via IIFL Foundation)

(i), (ii) No Rajasthan Udaipur 1 year 50,00,000 0 NA No IIFLW CSR Foundation

CSR00001897

4 Learning outcomes for underprivileged student

(ii) Yes Maharashtra, Delhi, Karnataka, West Bengal, Telangana, Tamil Nadu

Mumbai, Delhi, Bangalore, Kolkata, Hyderabad, Chennai

1 year 11,11,071 0 NA No IIFLW CSR Foundation

CSR00001897

TOTAL 1,81,11,071

(c) Details of CSR amount spent against other than ongoing projects for the financial year:

(1) (2) (3) (4) (5) (6) (7) (8)

Sl.No.

Name of the Project Item from the list of activities in schedule VII

to the Act.

Local area (Yes/ No).

Location of the project. Amount spent for

the project (in `).

Mode of implementation - Direct (Yes/No).

Mode of implementation - Through implementing agency.

State. District. Name. CSR registration number.

1. Give India Foundation (i) Yes Maharashtra Mumbai 10,00,000 No

IIFLW CSR Foundation CSR00001897

2. Scholarships to students / working graduates in rural and urban India (via Swades Foundation)

(ii) Yes Multiple State Multiple districts

39,91,000 No

3. Medical equipment for treatment of underprivileged individuals (via Lata Mangeshkar Medical Foundation)

(ii) No Maharashtra Pune 16,00,000 No

4 Community development and mental health project (via Shri Ayurved Prachar Sanstha)

(i) Yes Maharashtra Mumbai 6,50,000 No

5 Support towards running of Ekal Vidyalayas in tribal and rural villages (via Bharat Lok Shiksha Parishad)

(ii) No Uttar Pradesh Kanpur Nagar

5,00,000 No

6 COVID Relief (via Vathsalya Charitable Trust)

(ii) No Karnataka Bangalore 1,50,000 No

7 Fueladream (i), (ii) Yes Maharashtra Mumbai 1,00,000 No

8 Project Rashtriya Netra Yagna (via Vision Foundation of India)

(i) Yes Multiple State Multiple district

1,00,000 No

9 Health and nutrition for the underprivileged (via ISKCON)

(i) Yes New Delhi South Delhi 50,000 No

10 Nutrition project (via Ashwini Charitable Trust)

(i) Yes Karnataka Bangalore 20,000 No

11 Give Foundation (ii) Yes Maharashtra Mumbai 1,000 No

TOTAL 81,62,000


(d) Amount spent in Administrative Overheads: ` 13,77,646

(e) Amount spent on Impact Assessment, if applicable: Not applicable

(f) Total amount spent for the Financial Year (8b+8c+8d+8e): ` 2,76,50,718

(g) Excess amount for set off, if any: Not applicable

Sl. No. Particular Amount (in `)(i) Two percent of average net profit of the company as per section 135(5) ` 2,76,50,718(ii) Total amount spent for the Financial Year ` 2,76,50,718(iii) Excess amount spent for the financial year [(ii)-(i)] 0.0(iv) Surplus arising out of the CSR projects or programmes or activities of the

previous financial years, if any0.0

(v) Amount available for set off in succeeding financial years [(iii)-(iv)] 0.0

9. (a) Details of Unspent CSR amount for the preceding three financial years:

Sl.No.

Preceding Financial Year.

Amount transferred to Unspent CSR Account under

section 135 (6) (in `)

Amount spent in the

reporting Financial Year

(in `).

Amount transferred to any fund specified under Schedule VII as per section 135(6), if any.

Amount remaining to be spent in succeeding

financial years. (in`)

Name of the Fund

Amount (in `).

Date of transfer.

1. FY 19-20 97,15,483 97,15,483 NA NA NA 0

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):

(1) (2) (3) (4) (5) (6) (7) (8) (9)Sl.No.

Project ID. Name of the Project.

Financial Year in

which the project was commenced.

Project duration

Total amount allocated for the project

(in `).

Amount spent on the project

in the reporting Financial Year

(in `).

Cumulative amount spent

at the end of reporting

Financial Year. (in `)

Status of the project -

Completed/Ongoing.

1. 0001 Learning outcomes for underprivileged students

FY 20-21 3 years 88,88,929 - 88,88,929 Ongoing

2. 0002 Skill Development for underprivileged individuals

FY 20-21 3 years 8,26,554 - 8,26,554 Ongoing

TOTAL 97,15,483 97,15,483

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquiredthrough CSR spent in the financial year (asset-wise details): Not Applicable

(a) Date of creation or acquisition of the capital asset(s).

(b) Amount of CSR spent for creation or acquisition of capital assets.

(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, theiraddress etc.

(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset).

11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section135(5): Not Applicable.


-Sd- -Sd-

Karan Bhagat Nilesh Vikamsey Chairman - CSR Committee Director DIN: 03247753 DIN: 00031213



ANNEXURE III

Disclosures pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

1. Ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year:

S/n. Name of Director Designation Ratio

1. Mr. Karan Bhagat Managing Director 36

2. Mr. Venkataraman Rajamani Non-Executive Director NA

3. Mr. Nirmal Jain Non-Executive Director NA

4. Mr. Yatin Shah Non-Executive Director NA

5. Mr. Shantanu Rastogi Non-Executive Director NA

6. Mr. Sandeep Naik Non-Executive Director NA

7. Mr. Gopalkrishana Soundarajan Non-Executive Director NA

8. Mr. Nilesh Vikamsey Independent Director NA

9. Ms. Geeta Mathur Independent Director NA

10 Mr. Pankaj Vaish Independent Director NA

11 Dr. S. Narayan Independent Director NA

2. Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

S/n. Name of Director Designation % increase in Remuneration

1. Mr. Karan Bhagat Managing Director -1%

2. Mr. Mihir Nanavati Chief Financial Officer -24%

3. Mr. Amit Bhandari Company Secretary NA

3. Percentage increase in the median remuneration of employees in the financial year:

For employees who were in employment for the whole of FY 2019-20 and FY 2020-21, increase in median remuneration is -9%.

4. Number of permanent employees on the rolls of company at the end of the year : 94 employees.

5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

For employees other than managerial personnel who were in employment for the whole of FY 2019-20 and 2020-21 the average percentile increase is 31% and managerial personnel 0% excluding ESOPs.

6. Affirmation that the remuneration is as per remuneration policy of the Company:

The Company is in compliance with its Nomination and Remuneration Policy.


-Sd- -Sd-

Karan Bhagat Yatin ShahManaging Director Non-Executive Director DIN: 03247753 DIN: 03231090



ANNEXURE IV

DIVIDEND DISTRIBUTION POLICY

Clause 43A of SEBI Listing Obligations & Disclosure Requirements, 2015 mandates that top 500 Companies (in terms of market capitalization) need to have a Dividend Distribution Policy in place.

The Board of Directors of the Company at its meeting held in October 2016 had adopted the policy of IIFL Group, IIFL Holdings Limited being then the holding company.

This is the updated policy for IIFL Wealth Management Limited (Company) and its subsidiaries (IIFL Wealth & Asset Management Group), the Company being a listed company and in top 500 list of companies.

This policy is to put into place the norms for the determination and declaration of dividend on equity capital by IIFL Wealth & Asset Management Group. While considering distribution and payment of dividend, the Company will ensure compliance with all the applicable provisions of the law including provisions of the Companies Act, SEBI, RBI, and Income Tax Rules and Regulations.

Policy on Total Dividend

While the declaration and rate of dividend will be subject to approval of Board and Shareholders, as the case may be, the general policy which will be followed for declaration of dividend will be as follows:

1. For IIFL Wealth Management Limited, the total dividend payout for any financial year will generally be between 50 % and 75% (including applicable taxes on distribution of Dividend) of the consolidated profit after tax of the Company after Minority Interest.

2. At the Subsidiary level, the total dividend payout can be up to 100% of the respective consolidated /standalone profit after tax of the respective subsidiary.

The Board / Shareholders, as the case may be, may declare dividend in percentage range mentioned above or in variance to above, depending on factors and parameters as detailed below.

Factors/ parameters that would be considered while declaring Dividend

I. The financial parameters that shall be considered while declaring dividend

While considering the total dividend at Holding Company and at each of the Subsidiaries the following will be taken into account:

a) The business plan and actual performance, the capital requirements, free cash flow, debt equity ratio (considering new capital, ESOPs, retained earnings, minimum net worth requirements as per respective regulatory requirements etc.)

b) Adequacy of profits including the accumulated balance in Profit & Loss account and

c) Taxes on dividend.

The Board may consider a higher distribution with adequate justification or on special occasions.

II. The circumstances under which the shareholders:

i) May expect dividend:

a. Surplus in Profit & loss (P&L) Statement

b. Profits in any Financial Year are more than 10% of the equity capital of the Company.

ii) May not expect dividend:

a. If there are losses as per P&L Statement (including accumulated balance in P&L account)

b. Profit in the any Financial Year is less than 10% of the equity capital

c. If the total income from business/PAT from its ordinary activities in any Financial Year declines by more than 75% from the previous year

d. If the business is seriously affected and visibility is uncertain.

III. Internal and external factors that shall be considered for declaration of dividend:

i. Internal Factors:

a. Projected investment in business/new business

b. Projected investments in Subsidiaries/Associates in the year and next year

c. Networth/Capital adequacy as required under respective Regulatory requirements


ii. External Factors:

i) State of Economy/Industry/business

ii) Statutory Taxes/levies – Changes in income tax rates, DDT etc.

IV. The retained earnings shall be utilized for:

i) Proposed Capital expenditure

ii) Investments/acquisitions

iii) General corporate purposes including contingencies

iv) Capital restructuring

V. Parameters that shall be adopted with regard to various classes of shares:

The Company has only one class of equity shareholders at present.

Periodicity of distribution

On a yearly basis, the Holding and Subsidiary Companies may distribute dividend by way of Interim Dividend/s in one or more tranches and may also declare final dividend by considering the full year’s accounts, after taking approval of shareholders.

Disclosures

a. This policy will be made available on the Company’s website.

b. The policy will also be disclosed in the Company’s annual report.

Amendments to the Policy

The Board shall review and amend this Policy as and when required. Any subsequent amendment/modification in the regulation and/or other applicable laws in this regard shall automatically apply to this policy.


ANNEXURE V

FORM MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

IIFL Wealth Management LimitedIIFL Centre, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai - 400013

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by IIFL Wealth Management Limited (hereinafter called “the Company”). Secretarial audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliance’ and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minutes books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2021, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2021 according to the provisions of:

(i) The Companies Act, 2013 (‘the Act’) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial

Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (During the year under review not applicable to the company);

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (During the year under review not applicable to the company);

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client (During the year under review not applicable to the company);

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (During the year under review not applicable to the company); and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (During the year under review not applicable to the company);

(vi) The Securities and Exchange Board of India (Investment Advisors) Regulations, 2013;

(vii) The Securities and Exchange Board of India (Portfolio Managers) Regulations, 1993

(viii) The Securities and Exchange Board of India (Depositories and Participants) Regulations, 1993;

(ix) The Securities and Exchange Board of India (Stock brokers and Sub Brokers) Regulations, 1992;


(x) Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992 (applicable to Company w.e.f. January 28, 2021);

We have examined compliance with the applicable clauses of the following:

a) Secretarial Standards issued by the Institute of Company Secretaries of India.

b) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

The Company has complied with the provisions of Act, Rules, Regulations, Guidelines etc.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of the Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the Minutes.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. Further, the Company has given necessary intimations to the Ministry of Corporate Affairs (“MCA”) with respect to all the ordinary and special resolutions passed at the Annual General Meeting (“AGM”) held on September 11, 2020 under e-form MGT-15 within the prescribed timelines.

We further report that during the audit period the Company had the following specific events / actions having a major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

a) During the period under review the Board of Directors at their meeting held on August 19, 2020 declared an interim dividend at the rate of ` 40/- per share;

b) The Nomination and remuneration allotted the following shares under the applicable ESOP Schemes of the Company:

Sr No.

Date of Allotment Number of shares allotted

1. April 29, 2020 963

2. May 22, 2020 4,711

3. June 22, 2020 18,141

4. July 23, 2020 13,157

5. August 15, 2020 77,027

6. September 21, 2020 68,315

7. October 17, 2020 40,568

8. November 23, 2020 28,755

9. November 23, 2020 1,66,300

10. December 14, 2020 59,180

11. January 20, 2021 24,925

12. February 10, 2021 1,64,212

13. March 17, 2021 35,474

c) During the period under review Board of Directors have approved issuance of listed, secured / unsecured, redeemable non-convertible debentures amounting up to 2,50,00,00,000/- (Two Hundred and Fifty Crores Only) on a private placement basis, in one or more tranches / series in the Board Meeting held on October 28, 2020;

d) During the period under review the Board of Directors at their meeting held on February 02, 2021 declared an interim dividend at the rate of ` 30/- per share.

Note: Due to lockdown under COVID-19, Certification on this Form MR-3 is done on the basis of documents made available to us in electronic form (i.e. scanned copies vide e-mail) by the Secretarial Team of the Company and such documents will be verified physically after the lockdown is lifted.

For Mehta & Mehta,Company Secretaries(ICSI Unique Code P1996MH007500)

Dipti Mehta PartnerFCS No : 3776CP No. : 23905UDIN : F003667C000340795

Place: MumbaiDate: May 18, 2021

Note: This report is to be read with our letter of even date which is annexed as ‘ANNEXURE A’ and forms an integral part of this report.


ANNEXURE A

To,

IIFL Wealth Management LimitedIIFL Centre, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai - 400013

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of corporate laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. As regard the books, papers, forms, reports and returns filed by the Company under the SEBI regulations referred to in points vi to x, the adherence and compliance to the requirements of the said regulations is the responsibility of management. Our examination was limited to checking the execution and timeliness of the filing of various forms, reports, returns and documents that need to be filed by the Company with various authorities under the said regulations. We have not verified the correctness and coverage of the contents of such forms, reports, returns and documents.

7. The secretarial audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For Mehta & Mehta,Company Secretaries(ICSI Unique Code P1996MH007500)

Dipti Mehta PartnerFCS No : 3776CP No. : 23905UDIN : F003667C000340795



MR-3

SECRETARIAL AUDIT REPORT OF UNLISTED MATERIAL SUBSIDIARY

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021 (Pursuant to Section 204 (1) of the Companies Act, 2013 and rule no. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

To,

The Members,IIFL Asset Management Limited

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by IIFL Asset Management Limited, having CIN: U74900MH2010PLC201113 (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit and considering the relaxations granted by the Ministry of Corporate Affairs and the Securities and Exchange Board of India warranted due to the spread of the COVID-19 pandemic, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2021 generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by the Company for the financial year ended on March 31, 2021 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made thereunder, as may be applicable;

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv. The Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment. The Company does not have any overseas investment and External Commercial Borrowings during the financial year.

v. Other Acts, Laws, Regulations or Guidelines specifically applicable to the Company:

a) The Securities And Exchange Board of India (Mutual Fund) Regulations, 1996 as amended.

b) The Securities And Exchange Board of India (Portfolio Managers) Regulations, 1993 as amended

c) The Securities And Exchange Board of India (Alternative Investment Funds) Regulations, 2012.

We have also examined compliance with the applicable clauses of the following:

i) Secretarial Standards issued by The Institute of Company Secretaries of India with respect to meetings of the Board and its committees and General meetings.

During the year under review and as per the explanations given and the representations made by the Management, the Company has generally complied with the provisions of the Act and Rules, Regulations, Guidelines, etc.

(a) The company is wholly-owned subsidiary of IIFL Wealth Management Ltd. by virtue of Section 2(87) of the Companies Act, 2013. The Board of Directors of the Company is duly constituted. The changes in the composition of the Board of Directors that took place during the year under review were carried out in compliance with the provisions of the Act.


(b) Adequate notice was given to all Directors at least seven days in advance to schedule the Board Meetings and its Committees exception some cases at shorter notice with the consent of all the Directors; Agenda and detailed notes on agenda were sent in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

(c) Decisions at the Board Meetings were taken with requisite majority.

We further report that as represented by the Company and relied upon by us there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period, no significant events/ actions have taken place in pursuance of the above referred laws, rules, regulations, guidelines etc.

For J. U. Poojari & AssociatesCompany Secretaries

Place: Mumbai Jayaram U PoojariDate: May 15, 2021 FCS No: 8102 CP No: 8187

UDIN: F008102C000335088This Report is to be read with our letter of even date which is annexed as Annexure A and Forms an integral part of this report.

‘ANNEXURE A’

To, The Members of IIFL Asset Management Ltd.


1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion.


4. Where ever required, we have obtained the Management representation about the Compliance of laws, rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. Our examination was limited to the verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For J. U. Poojari & AssociatesCompany Secretaries

Place: Mumbai Jayaram U PoojariDate: May 15, 2021 FCS No: 8102 CP No: 8187

UDIN: F008102C000335088


FORM NO. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021(Pursuant to Section 204 (1) of the Companies Act, 2013 and rule no. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

To,The Members,IIFL Wealth Prime Limited(Formerly: IIFL Wealth Finance Ltd.)

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by IIFL Wealth Prime Limited, having CIN: U65990MH1994PLC080646 (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Name of the Company was changed from IIFL Wealth Finance Limited to IIFL Wealth Prime Limited effective from December 7, 2020 vide fresh Certificate of Incorporation issued by the Registrar of Companies, Mumbai.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit and considering the relaxations granted by the Ministry of Corporate Affairs and the Securities and Exchange Board of India warranted due to the spread of the COVID-19 pandemic we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2021 generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by IIFL Wealth Finance Limited for the financial year ended on March 31, 2021 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made thereunder, as may be applicable;

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv. The Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment;

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):

a) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008,

b) The Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993,

c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client,

d) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015; and

e) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

vi. Other Laws specifically applicable to the Company

a) The Reserve Bank of India Act, 1934, as applicable to Non- Banking Financial Companies,

b) Master Direction - Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016,


c) Master Direction - Monitoring of Frauds in NBFCs (Reserve Bank) Directions, 2016,

d) Master Direction - Non-Banking Financial Companies Auditor’s Report (Reserve Bank) Directions, 2016,

e) Master Direction- Non-Banking Financial Company Returns (Reserve Bank) Directions, 2016,

f) Master Direction - Know Your Customer (KYC) Direction, 2016,

g) IRDA (Registration of Corporate Agents) Regulations, 2015.

We have also examined compliance with the applicable clauses of the following:

i) Secretarial Standards issued by The Institute of Company Secretaries of India with respect to meetings of the Board and its committees and General meetings.

ii) The Listing Agreements entered into by the Company with BSE Limited.

During the year under review and as per the explanations given and the representations made by the Management, the Company has complied with the provisions of the Act and Rules, Regulations, Guidelines, etc.

We further report that:

(a) The company is wholly-owned subsidiary of IIFL Wealth Management Ltd. by virtue of Section 2(87) of the Companies Act, 2013 effective from 13.02.1016. The Board of Directors of the Company is duly constituted. The changes in the composition of the Board of Directors that took place during the year under review were carried out in compliance with the provisions of the Act.

(b) Adequate notice was given to all Directors at least seven days in advance to schedule the Board Meetings and its Committees exception some cases at shorter notice with the consent of all the Directors; Agenda and detailed notes on agenda were sent in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

(c) Decisions at the Board Meetings were taken with requisite majority.

We further report that as represented by the Company and relied upon by us there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. We further report that during the audit year the Company had following event which had bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines etc:

(a) Change of name of the Company from IIFL Wealth Finance Limited to IIFL Wealth Prime Limited effective from 7th December, 2020 vide fresh Certificate of Incorporation issued by the Registrar of Companies, Mumbai.

(b) The Company made allotment of Redeemable Non-Convertible Debentures in different series on private placement/ right basis amounting to ` 1326.03 Crs during FY 2020-21.

(c) The Company issued Commercial Papers and outstanding balance was ` 200 Crs as on 31st March, 2021.

(d) Redeemable Non-Convertible Debentures of ` 1326.03 Crs issued in different series were listed on BSE Limited during FY21.

(e) The Company acquired 100% paid up share capital of L&T Capital Markets Limited (“L&T”) by the Company, at a lump sum consideration of ` 230 Crs and w.e.f. April 24, 2020 and consequently, L&T became the subsidiary of the Company. Further, the name of L&T Capital Markets Limited was changed to IIFL Wealth Capital Markets Limited vide fresh Certificate of Incorporation issued by the Registrar of Companies, Mumbai.

(f) The company has passed the Resolutions for the following matters:

(i) Resolutions u/s 13 & 14 of the Act passed at the Extra Ordinary General Meeting (EGM) held on 03.11.2020 for alteration of name clause of Memorandum & Articles of Association consequent to change of Name


(ii) Board Resolution passed u/s 42 of Act for issue of Non-Convertible Debentures (NCD) aggregating up to ` 5,000 Crs on private placement basis during financial year 2021-22 (iii) Special Resolution u/s 42 of the Act passed at EGM held on 02.02.2021 for issue of Non-Convertible Debentures (NCD) aggregating up to ` 5,000 Crs on private placement basis during financial year 2021-22.

For J. U. Poojari & Associates Company Secretaries

Place: Mumbai Jayaram U PoojariDate: May 17, 2021 FCS No: 8102 CP No: 8187 UDIN: F008102C000335759

This Report is to be read with our letter of even date which is annexed as Annexure A and Forms an integral part of this report.

‘ANNEXURE A’

To, The Members of IIFL Wealth Prime Limited(Formerly: IIFL Wealth Finance Ltd.)


1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion.


4. Where ever required, we have obtained the Management representation about the Compliance of laws, rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. Our examination was limited to the verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For J. U. Poojari & Associates Company Secretaries

Place: Mumbai Jayaram U PoojariDate: May 17, 2021 FCS No: 8102 CP No: 8187 UDIN: F008102C000335759

Total Global Wealth has clocked 6.7% CAGR over the last five years, from US$312 trillion in 2015 to US$431 trillion in 2020. Despite the pandemic, investor bullishness, fuelled by government stimulus and a volatile global economy, has boosted worldwide financial markets to record

levels. The financial wealth of the world stood at US$250 trillion (52%) of global wealth in 2020. Real assets - led primarily by real estate ownership, stood at US$235 trillion, or 48% of total global wealth.

Rising equity markets drove a 6.3% rise in the global high-net-worth-individual (HNWI) population and a 7.6% jump in global HNWI wealth in 2020. After five years of Asian leadership, North America again overtook Asia-Pacific to lead the total HNWI population and wealth, with 10.7% and 11.9% growth in 2020. The US equity market benefited from US$ 2 trillion

government stimulus package and the Federal Reserve’s announcement of unlimited quantitative easing. Robust performance from major Asia-Pacific markets helped the region expand 8.4% and perform better than the 7.6% global HNWI wealth growth rate. Europe’s HNWI wealth growth was 4.5% and HNWI population growth was 2.8%.

Management Discussion& Analysis

Industry structure anddevelopments

Lenses for looking at wealth Global(trillions)

2015

312 431 544

2020 2025E

Total net wealth = Financial wealth + Real assets - Liabilities

Source: BCG Global Wealth 2021 Jun 2021

Financial assets consist of cash and deposits, bonds, equities, and investmentfund shares; life insurance and pensions; and other small asset classes

Real assets consist ofreal estate (including land owned by individuals), consumer durables, and valuables (such as nonmonetary gold and other metals valued at current prices)

Liabilities include credit card loans, mortagage loans, and other short-term and long-term loans

Fin

an

cia

l ass

ets

Rea

l ass

ets

Lia

bili

ties

183

+6.70% +4.80%

250 315

170 235 296

-41 -53 -67

Global Wealth Landscape

assets


Figure 1. Number of HNWIs by region (millions), 2013-2020

CAGR 2013-2019: 6.1% Annual growth 2019-2020: 6.3%

Figure 2. HNWI financial wealth by region (USD trillions), 2013-2020

CAGR 2013-2019: 5.8% Annual growth 2019-2020: 7.6%

2013 2014 2015 2016 2017 2018 2019 2020

7.06.35.75.75.24.84.74.3

4.3

3.8

4.7

4.0

5.1

4.2

5.5

4.5

6.16.2

4.84.8

6.5

5.2

6.9

5.4

0.80.6

0.80.6

0.70.6

0.70.6

0.60.6

0.6

0.50.5

0.6

0.10.2

0.20.2

0.2 0.2

0.20.2

0.5

0.6

0

Note: Chart numbers and quoted percentages may not add up due to roundingSource: Capgemini Financial Services Analysis 2021

5

Africa 2.7%

Latin America -4.0%

Middle East 6.8%

Europe 2.8%

Asia Pacific 5.8%

North America 10.7%

10

HN

WI p

op

ula

tio

n 15

20

% Change 2019-2020

13.714.7

15.4

16.518.1 18.0

19.620.8

2013 2014 2015 2016 2017 2018 2019 2020

24.321.719.619.818.016.616.214.9

14.2

12.4

7.72.1

15.8

13.0

7.7

17.4

13.6

7.4

18.8

14.7

8.0

21.6

15.9

8.7

20.6

15.4

8.4

22.2

16.7

8.82.9

2.62.52.4

2.32.3

24.0

17.5

8.83.2

1.71.7

1.71.5

1.41.41.3

1.6


HN

WI fi

na

nci

al w

ealt

h

52.656.4

58.7

63.570.2 68.1

74.079.6

0

25

50

75

Africa 3.8%

Middle East 10.7%

Latin America 0.5%

Europe 4.5%

Asia Pacific 8.4%

North America 11.9%

% Change 2019-2020

With a 5.9% HNWI population increase, India performed marginally better than Asia-Pacific’s average population growth.



The ultra-HNWI segment led overall HNWI population and wealth growth during a positive year for financial markets with overall HNWI population growing 9.6% and wealth growing 9.1%, respectively.

a. PP in parentheses denotes the changes in 2019-2020 over 2018-2019.

b. The wealth bands are based on HNWIs’ investable assets, excluding primary residence, collectibles, consumables, and consumer durables.

6,5

755

,90

93,

537

3,38

71,

535

1,4

66

1,4

61

1,31

771

4

573

59

14

59

438

40

339

230

129

829

928

729

528

4

278

263

261

243

250

205

236

235

218

215

210

203

205

207

2020 2019

195

178

188

172

186

182

186

199

163

155

153

142

134

13470

2

7,500

62.9% of global HNWI population

Annualgrowth (%)2019-2020

Rankingchange2019-2020

(61.6% in 2019 and 58.4% in 2012)6,000

4,500

HN

WI p

op

ula

tio

n (t

ho

usa

nd

s)

3,000

1,500

0

11.3 6.2 6.9 11.0 1.7 (3.0) 4.9 2.9 2.1 4.1 4.0 5.9 11.6 21.6 2.6 1.2 3.3 (0.8) (6.6)9.5 9.6 2.5 5.3 11.1 3.0

______________ _+2-3-1-1-1 +2+2+1+3 -2

Un

ited

Sta

tes

Jap

an

Ger

ma

ny

Ch

ina

Fra

nce

Un

ited

Kin

gd

om

Sw

itze

rla

nd

Ca

na

da

Ita

ly

Net

her

lan

ds

Au

stra

lia

Ind

ia

So

uth

Ko

rea

Ira

n

Sp

ain

Rus

sian

Fed

erat

ion

Sa

ud

i Ara

bia

Ku

wa

it

Taiw

an

Ho

ng

Ko

ng

No

rwa

y

Bra

zil

Au

stri

a

Sw

eden

Th

aila

nd

Figure 3. Top 25 markets by HNWI population, 2019-2020

Source: Capgemini Financial Services Analysis 2021

Figure 4. Global number of individuals per wealth band (2020) and growth (2019-2020)

Ultra-HNWIUS$30 mn

Number ofindividuals

2020

Share ofHNWI wealth

2020Growth

2019-2020a

200.9 k(1% of total) 34%

9.6%(0.5PP)

9.1%(0.9PP)

7.8%(1.1PP)

7.9%(0.9PP)

6.1%(2.7PP)

6.3%(2.5PP)

22.7%

43.3%

1,894 k(9.1% of total)

18,742.3 k(89.9% of total)

Growth2019-2020a

HNWI population HNWI wealth

Mid-Tier MillionairesUS$5mn - US$30 mn

Millionaires Next DoorUS$1mn- US$5 mnb


As per global reports, North America and Asia (ex-Japan) are anticipated to lead the financial wealth generation in absolute terms over the next five years. These, followed by Western Europe, are expected to account for more than 85% of the new financial wealth growth – until 2025.

If we review the same data with a revenue lens, North America dominates the share of worldwide wealth management revenues (US$235 bn) - having generated US$150 bn in revenues in 2020,

which is 64% of the global total. This is followed by Western Europe in second place (US$ 43 bn in revenues, 18%), and Asia comes in a distant third, at US$28 bn (12%) due to the fact that today Asia still remains relatively under-penetrated in terms of wealth management. Forecasts suggest that wealth management assets under management (AUM) in Asia are expected to clock a CAGR of 11.6% till 2025, outpacing the growth in investable wealth of high net worth individuals (HNWIs), which will be approximately 10.4%.

Absolute ∆ in HNWI investable wealth 2020-2025 (US$ trillion)Absolute ∆ in WM revenues 2020-2025 (US$trillion)

Source: BCG Global Wealth 2021

Global25.787.1

North America13.544.7

Asia (excluding Japan)8.024.1

Western Europe2.411.8

Eastern Europeand Central Asia

0.31.5

Africa0.10.2

Latin America0.41.9

Oceania0.31.2

Middle East0.30.9

Source: Global Wealth Report 2021; BCG global wealth market sizing benchmarking database. Note: Wealth in local currency was converted to US dollars at the 2020 year-end and exchange rate across all time periods.

Absolute HNWI Investable Assets and Revenue Growth, 2020–2025


Wealth Management Landscape - India 020 was a momentous year, with Covid-19 upending some forecasts and trends whilst reinforcing and accelerating others. The economic impact of the coronavirus pandemic in India has been significant, causing GDP contraction of more than 10% and leading to the highest-ever annual fiscal deficit at 9.5% for fiscal year 2021. However, things have turned a corner in 2021, with unprecedented stock market gains on the back of sooner-than-expected business recovery, strong foreign institutional investor (FII) inflows, and Covid-19 vaccine approval and administration. The latest forecasts by the IMF expect strong rebound in 2021, with growth returning to the long-term trend of 7%–8% from 2022 to 2025.

A quick U-shaped recovery driven by a sector led growth has led to the sharp recovery of key indices. Covid-19 played a pivotal role in

accelerating multiple trends, including the increase of online touchpoints, emergence of direct-to-consumer (D2C) players, adoption of remote working, and focus on healthier living. Additionally, government initiatives to bolster the economy and strengthen the investment ecosystem in India, augurs well for the economy. With a large set Private Equity (PE) deal pipeline, an accelerating interest building in the Unlisted Equities space and the plethora of IPOs lined up, India seems at present, a lucrative investment opportunity, garnering significant interest from FIIs and Domestic Institutional Investors (DIIs)alike. India continues to have an incredible growth story.

The Indian wealth landscape is now at the cusp of transformation. To assess the wealth potential of our nation is to understand the opportunities accessible to our diverse people.

Well-connected Active internet users

Data rate is amongthe cheapest in the world

Data consumption per user compared to 2 GB/month in Sep 17

Favourable DemographicsWorking popualtion

Population aged <34 yrs

Literacy rate

Rising AffluencePer capita Income

Middle-class householdsgrowing to 95mn in 2025

Growth in DomesticConsumption overlast decade

Population Digital PrintUIDAI enrolments

Broadband Subscriber(5x growth in 5 years)Monthly UPI transactionsas of Nov 2020

$0.20 per GB

16 GB / month

550 mn

450 mn $2,000

60mn

3.5x

1,250 mn

725mn

>2Bn

850 mn

78%

A Large And Growing Consumer Economy Is Unfolding


The Unicorn Story - India Has The 2nd Highest Number Of Unicorns In 2020

The thriving startup ecosystem, coupled with the large deals and monetization events, make India an exciting place to be in. The opportunities for wealth creation remain unparalleled and the

valuations continue to be lucrative on account of buoyant equity markets. In 2020, a whopping 12 Indian startups achieved Unicorn status, which is the second highest in the world.

Growth in individual wealth in India has a higher elasticity as compared to GDP growth. Recent studies have laid emphasis to the fact that individual wealth tends to grow at a much rapid pace as compared to the nominal GDP. As reported by Karvy, total individual wealth in India currently is at `465 trillion, which is expected to rise by ~75% to `811 trillion by 2025. Within the same time frame, nominal GDP numbers are

expected to grow by 50% to `340 trillion.

This is on the backdrop of accelerated growth, fueled by the fast-paced normalization in economic activity, rise in savings and low leverage of households, continued monetary and fiscal support along with return of consumer confidence, thereby propelling a strong growth rebound in 2021 and beyond.

Total # of Unicorns

Avg. Time to Unicorn (Yrs)

No. of Unicorns added in 2020

227

5-7

8

243 38

6-8 7-8

66

24

7-9

2

12

6-8

1

11

9-11

112

China USA UK Germany S KoreaIndia

811

340

2025E

465

226

2020

347

171

2017

Nominal India - GDP (`TN)

Individual Wealth (`TN)

Source: Media reports

Source: Karvy Wealth Reports 2019, 2020


The Big Shift – Financial Assets Set To GrowAt A Rapid Pace

Financial assets have shown a continuous trend of having a greater share in the savings of Indian households. In the current growing trajectory, except for 2020, which was an anomaly, we see strong financialization of assets, and expect financial assets to increase from the mid 50% range to an estimated 63% in FY25.

Financial Assets

Physical Assets

2015 2017 2019 2020

CAGR FA 14.3%; PA 8.1%

202167

262262

142

201

119

160

HNI Wealth

Non-HNI Wealth

CAGR 8.9 % 12.8%

In 2015, financial assets were at `160 trillion or 57% of the total Individual wealth in India. Over the last five years, the number has sharply moved at a CAGR of 14.3% to `300 trillion in 2020 or 60% of total wealth. We expect this to increase to more than `500 trillion in 2025, at a CAGR of 11.5%, with financial assets comprising more than 63% of the total wealth.

Of the Total Individual Wealth of 465 Trillion, HNI Wealth is `219 Trillion, and has clocked at a CAGR of ~13% from 2017 to 2020, as against Non-HNI wealth which has clocked at a CAGR of ~9% over

the same period. Going forward, we expect HNI Wealth to continue growing at a faster pace, at 13% CAGR, as compared to Non-HNI Wealth, which is expected to grow at 10% CAGR.

HNI Wealth continues to be under-penetrated by the established wealth managers. Only 14% (or `17 trillion) of the `218 trillion of estimated HNI financial assets are managed by the top 25 wealth managers in India. Majority of the estimatedfinancial assets are still either self-managed or

held as promoter stock. With foreign wealth managers significantly reducing their presence, Indian wealth managers have gained significant share. IIFL Wealth has a 9% market share of assets under formal advice and management.

2025E20202017

410

402

247191

153219

2025E

299

512

Source: Karvy Wealth Reports 2019, 2020

Source: Credit Suisse Data book, Karvy 2017-2020, Extrapolation

279343

429 464

811


Assets under advice are less than 10% of the total estimated HNI wealth in 2020-21

In comparison, in China, almost 68% of HNI Wealth is under formal advice and management, as against only 14% in India. Over the next five years, we expect this number to show a

substantial increase as more assets come under formal advice and penetration of wealth management services improve across the country.

HNI` 218 Tn

Non HNI` 247 Tn

ForeignWMs 22%

Asset Managedby Top Tier WMs

17 TnFinancial

Assets` 122 Tn

Non-FinancialAssets` 96 Tn

Assets notunder

formal advice` 105 Tn

Indian WMs78%

IIFL Wealth8.9% Total

share

465 Tn 218 Tn 122 Tn 17 Tn

Total Individual Wealth Total HNI Wealth HNI Financial Assets Top TierWealth Managers

202020172009

68%63%

36%

9% 12% 14%

Wealth under professional management set to increase

Source: Karvy Wealth Report 2019-20, Credit Suisse World Wealth Report, Asian Private Banker India League Tables and IIFLW estimatesand triangulations

India China

Source: Credit Suisse Global Wealth Reports – 2020

14%


Monetization of businesses by new age entrepreneurs has resulted in tremendous wealth creation, specifically in Tier 2 and Tier 3 cities. Many of these cities are not covered by the large

wealth managers. IIFL Wealth has majority of its clients and assets in the Top 10 cities and therefore the opportunity to garner new assets in Tier 2 and Tier 3 cities is immense.

Another barometer to judge the speed of wealth creation in India is the growth of mutual funds assets across geographies. From FY19 to FY21, AUM in MFs has seen a 32% increase – indicating increasing wealth creation, specifically in Tier 2

and Tier 3 cities. The Top 20 cities account for 75-80% of overall MF assets, in which, the Tier 2 cities, which are the next 10 cities after the 5 Metro cities have a CAGR of ~12%.

IIFL Wealth in conjunction with Hurun India published the IIFL Wealth-Hurun India Rich List for 2020. The List is a barometer of the health of the Indian economy, helping us to understand, which industries have gone up, innovated, or gone down. With rising new wealth creators via innovative startups, family businesses with strong professional management, investors who believe in the India story, and a demographic advantage that is inferior to none, the wealth creation story of India is still yet to reach the half-way mark. The stories of these entrepreneurs tell the stories of India’s modern businesses.

The List identified 827 individuals – a three-fold increase over the past five years; including 40 women with at least `1,000 Crs spread across 111 cities, up from 94 last year. The average wealth in the list is `7,300 Crs and the average age is 63. The list features self-made founders, professional managers, inheritors, CEOs, NRIs, investors and cashed-out entrepreneurs.

The combined wealth of the individuals identified in the List is a staggering US$ 823 bn, equating to 1/3rd of India’s GDP and more than the combined GDP of Pakistan, Bangladesh, Sri Lanka, Afghanistan and Bhutan.

The Rich Listers’ wealth has grown twice as fast as the net market capitalization growth of all the companies listed in the Bombay Stock Exchange despite a number of headwinds. The List added 161 new faces, from 31 industries and 50 cities, recording a cumulative wealth growth of 20% or `1 trillion compared to last year. Half of the new additions are contributed by the Top 3 cities and the List features entrepreneurs from 111 cities across the length and breadth of India – a testimony to the geographical spread of India’s wealth creation story. More than 70% of the new entrants are self-made – depicting the rising first-generation wealth creation in India.

New wealth creation and expansion ofTier 2, Tier 3 cities

The IIFL Wealth-Hurun India Rich List

Source: IIFL Wealth Analysis and Triangulations – Kotak Wealth Report, 2017-18; Karvy Wealth Report 2020; Asian Private Banker 2019.Cities - Top 4: Mumbai, Delhi, Chennai, Kolkata. Next 6 Cities: Bengaluru, Ahmedabad, Pune, Hyderabad, Nagpur, Ludhiana. Next 11-20Cities: Chandigarh, Surat, Jaipur, Lucknow, Kanpur, Jamshedpur, Amritsar, Raipur, Indore, Aurangabad

HNI FINANCIAL ASSETS BY CITIES – 2020

TOP 4 Next 6 Cities

Others TotalNext 11-20Cities

Total HNI Count

HNI Financial Assets (` trillion)

IIFLW AUM as % of HNI Financial Assets

IIFLW Relevant Client Count as% of Total HNI Count

IIFLW AUM % Split by City

1,54,275 56,100 30,855 39,270 2,80,500

67 25 13 17 122

1.12% 0.38% 0.04% 0.03% 1.57%

1.31% 0.48% 0.26% 0.33% 2.39%

71.20% 24.43% 2.39% 1.98% 100%


AlternatesGlobal Asset Management AUMs are at US$89 trillion in 2020 and are expected to grow to US$ 106 trillion by 2024. Alternates currently form 16% of the AUM at U$15 trillion but account for 46% of the revenues due to the substantially

higher retentions. Alternates are expected to maintain their share of the total AUM, however, the share of revenues is expected to further increase to nearly 50% by 2025.

Globally, Alternates are dominated by three strategies – namely Private Equity, Hedge Funds and Real Estate/Credit that on a cumulative basis account for ~80% of AUMs and Revenues.

Private Equity and Hedge Funds currently have the highest retentions and are expected to continue to dominate the Alternates space.

Asset Management Landscape

Global Asset Management AUM & Revenue split – Alternates dominate Revenue share

Alternates AUM & Revenue split – Dominated by PE and Hedge Funds

2018 2019 2024E

$283 BN $296 BN $333 BN

Passive Active Core Solutions Active Speciality Alternatives Passive Active Core Solutions Active Speciality Alternatives

6%

20%

10%

20%

45% 46% 49%

18% 17%

10% 12%

19% 17%

6% 6%

2018 2018 2019 2024E

Hedge Funds

Infrastructure

Real Estate and REITs

Commodities

Private Equity

Private Debt

Liquid Alternatives

Hedge Funds

Infrastructure

Real Estate and REITs

Commodities

Private Equity

Private Debt

Liquid Alternatives

28%

25%

24%

6%

5%8%

37%

12%

38%

41%

12%

35%

41%

12%

35%

2%3%

4%

4%

$13 TN

2019

31%

24%

23%

6%

5%8%

$15 TN

2024E

35%

24%

20%

$18 TN

18%

34%33%

20%

14% 14%

17%

17% 16% 17%

15%

15%

29%

24%

16%

2018 2019 2024E

$77 TN $89 TN $106 TN

2%3%

4%

4%

2%3%

4%

4%

3%3%4%6%7%

6%

Source: BCG Global Asset Management Report 2020 Source: BCG Global Asset Management Report 2020

Source: BCG Global Asset Management Report 2020 Source: BCG Global Asset Management Report 2020


In India, the Alternates space is relatively nascentIn India, the Alternates space has been

dominated by pure play Private Equity / Venture Capital investments in various strategies. Most of the capital has historically been sourced from global funds and Limited Partners (LPs).

Introduction of the AIF platform in 2015-16 opened up avenues to broad base these investments and allowed managers to access domestic pools of capital from UHNIs / HNIs therefore allowing to also invest into the unlisted Equity, Debt and Credit space. As compared to the size of the Alternates market in the US and Europe, India is still very nascent, and the Assets are relatively small

IIFL Asset Management has a leadership position in the AIF space with almost 10% market share across Cat 2 & Cat 3 AIFs. However, the overall penetration is still low and there is high potential for growth.

IIFL Wealth Management & Asset Management Ltd (IIFL WAM) is one of the leading wealth management companies in India. Started 13 years ago, IIFL WAM has catapulted itself to become financial advisors to over 6,700+ influential families in the UHNI / HNI segment, with more than `2.46 trillion of assets under management.

Headquartered in Mumbai, IIFL WAM has more than 850 employees and a presence in 6 major global financial hubs and 23 locations in India and is the only pure wealth management company to be listed on the Indian stock exchanges with a market cap of ~ `11,000 Crs as on 31st March 2021. IIFL Wealth Management Ltd is listed on the NSE (Symbol: IIFL WAM) and BSE (Scrip code: 542772).

773

525

8

US Europe India

Size of AIF Market - 2021 (` Trillion)

AIF 2,30,015 22,147 9.63%

5,85,720 4,013 0.69%PMS

Overall AUM (Mar 2021) IIFLW AUM IIFLW Market share(`Crs)

About IIFL Wealth &Asset Management

6700+Relevant high Net WorthFamilies Investing with us1

115+ Awards

WEALTHMANAGEMENT

ASSETMANAGEMENT

LENDINGSOLUTIONS

SUCCESSION &ESTATE PLANNING

Awarded by Industry,Peers and Clients

The Capital CodePeople, Platform,Principles and Product

ValuesSimplicity, Modestyand Client-Centricity

$33 BillionAssets UnderManagement2

27 OfficesAcross Major Countriesand Indian Cities

1 Relevant Families: Basis number of families with AUM in excess of ` 1 Cr.2 AUM as on March 31, 2021. Wealth AUM excludes custody assets.

Source - SEBI, Company Data


Sustained progress on business model change – Key milestones crossedIIFL WAM undertook an ambitious program to pivot its Revenue recognition model from a transaction driven / upfront commission-based model to a sustainable management Fee / Annuity distribution Commissions model. This change resulted in a fall in overall revenues and profitability in FY20. However, despite the pandemic and all the resulting challenges, the company has significantly grown its Annual Recurring Revenue (ARR) assets and its recurring revenues to a point where in FY21, the overall revenues and profitability have come back to the pre-transition levels.

In FY2021, Total Revenue stood at `1053 Crs and PAT was ` 369 Crs, as against a total Revenue of `1,067 Crs and a PAT of `384 Crs in FY19. While the numbers look similar, the underlying business today is at a far firmer footing and resilient to market volatility and shocks because of the significant increase in recurring revenues.

In FY21, Recurring Revenues constituted 55% of Total Revenues at `583 Crs, and ARR assets constituted 49% of Total AUM, at ` 1,01,969 Crs. As against FY19, wherein Recurring Revenues constituted 41% of Total Revenues at `444 Crs, and ARR assets constituted 37% of Total AUM, at `58,270 Crs. Of our overall Net Flows for FY21, of ~` 24,000 Crs, 63% was towards ARR Assets.

Other Highlights During the year, we have declared and paid a total of `70 per share as dividend, `40 of which constitutes a special dividend and `30, a regular dividend; which is in line with our policy of paying out 70-75% of our annual profits as dividend to our shareholders. This is in accordance with our stated aim of efficiently managing our capital and net worth and moving towards our Target RoE of 20%.

In April 2020, we have seamlessly completed the acquisition and integration process of L&T Capital Markets, and their clients and RMs. Assets onboarded on account of the acquisition were`9,919 Crs.

Areas of Business: The two key areas of business are Wealth Management and Asset Management.

KEY DIFFERENTIATORSOne of the Largest Wealth Managers, and one of the largest Alternate asset managers in India today

Ensuring our clients get first mover advantage to unique themes and ideas ahead of the market, with preferential access for sourcing / customizing investments with fund houses, institutional brokers, boutique managers etc.

Best in class Product Platform, supported by advanced analytics to ensure portfolios managed in line with objectives

In-house Asset Management and NBFC helps in holistically managing our discerning clients’ needs.

Robust and continuously evolving Technology platform enables ease of reporting with high accuracy

KEY REPORTING METRICS

IIFL WAM

AUM - ARR, TBR

ARR TBR

1,01,969

2,07,044

1,05,074

2020 2021

Revenue – ARR, TBR

PAT384

PAT

369

206

20202019 2021

(`Cr)

(`Cr)

(`Cr)

62,595

1,56,897

94,302

2019

58,270

1,55,490

97,220

ARR TBR Other Income Overall retention

583

333

535

385

157

-69

1,0538511,067

2020 2021

0.57%

2019

0.54%0.74%

444

579

44


Wealth ManagementThe wealth management business is an open architecture advisory-based offering with the objective of wealth preservation while providing optimal returns relative to the client’s risk appetite. While Indian firms have significantly gained market share, most existing players in India offer wealth management as a non-core extension to their core business (banking/ broking/ investment banking). IIFL Wealth on the other hand, is a pure play wealth management firm with a deep focus on managing UHNI wealth.

This focus has enabled us to offer full-fledged services including an evolving advisory platform, building allied services like estate planning, broking, lending and corporate advisory. Clients

benefit from professional and unbiased advice, a scientific investment process, consolidated reporting across advisors, and cutting-edge portfolio analytics.

We maintain a healthy balance between Fixed Income, Equity and Alternatives Investments thereby keeping returns consistent and not too volatile during turbulent times. This approach has ensured our clients’ portfolio grow steadily on a compounded basis over long periods of time. Our unique approach in wealth management has resulted in high retention of clients and assets. We continue to invest in our people, products, technology and compliance to give clients the best platform to preserve and grow wealth.

Segment–wise and product-wiseperformance

InternationalInvesting

What keeps themawake at night?

Primary concern:Preserving real wealth

Covid concerns andmacro concerns

How do theychoose theirwealth manager?

The PhygitalTouch

IIFL Wealth’s Role - Understanding Behavior Of Wealthy & Innovating To Serve Them


Entrepreneurs: Who have sold their businesses either partly or wholly

Senior executives: Who have exercised their stock options, or sold equity in their firms

Professionals: Including doctors, corporate lawyers, actors

Medium to large industrialists: Marquee families with substantial liquidity in their personal books

Corporate Treasuries: Our expertise in Fixed Income and Debt and our capability to synthetically structure products give us access to some large corporate treasuries

Funds, Endowments and Family Offices: Account for 70% of the International assets under FII sub accounts

Large traders: Our focus is on utilization of platform (funding limits, speed of execution and service levels)

CUSTOMERSEGMENTS

Entrepreneurs

Professionals

SeniorExecutives

Funds,Endowments

&FamilyOffices

LargeTraders

Mediumto Large

Industrialists

CorporateTreasuries

Our culture thrives achieving and maintaining alignment of interests between employees, clients and shareholders and has been the cornerstone of our success over the years. Our 850+ People remain the core focus of our business and their development continues to be of paramount importance for the continuing growth of our business. To this end, our processes, performance plan, skill development and a high level of employee ownership has ensured low attrition, especially, at the team leader levels. This has resulted in a virtuous cycle where client retention is amongst the highest in the industry

Team leaders Wealth RMs Total Wealth Sales

Team Leaders and Relationship Managers

FY17 FY18 FY19 FY20 FY21

Key Client Segments

Team Leaders Vintage Bucket

Average no of relevant families per Team Leader

66

82

59

83

110

0

20

40

60

80

100

120

and average AUM per client continues to increase as the Team Leader vintage increases.

During the year, despite the pandemic and a 5-month lockdown, we added more than 1,850 new relevant families, of which ~900 were a part of the L&T Capital Markets acquisition. As part of our continuous efforts to increase efficiency, the Average AUM as well as the number of families managed per Team Leader has been continuously increasing and has almost Doubled over a 5-year period. We continue to deploy technology to increase and drive productivity enhancements

FY21

61

188

5,320

FY20

64

204

FY19

236

63

FY18

189

FY17

129

54

249268299250183

61

3-5 yrs, 7

TotalTeam

Leaders:61

<3, 455+ years, 50


ARR TBR

Our flagship proposition IIFL-ONE continues to grow and gain acceptance across Client Segments. AUM under IIFL-ONE has grown more than three-fold over the last two years from

Vintage Bucket of Team Leader(Average AUM)

Wealth Management snapshot

Existing Relevant Families New Relevant Family Count

Count of relevant families over years

~`8,700 Crs in FY19 to almost `28,000 Crs in FY21, further strengthening our belief that a transparent fee driven model is the future of the Wealth Management industry.

FY21

4,846

1,861*

6,707

5,3205,181

4,0643,193

FY20

4,642

678

FY19

3,672

1,509

FY18

2,904

1,160

FY17

2,288

905

64,598

1,69,672

1,34,9581,34,717

1,05,074

40,555

94,302

37,497

97,220

2019 2020 2021

ARR TBR Other Income overall retention

0.74% 0.53% 0.53%

-592019

20202021

38

Total AUM Total Revenue

385

833

333

115

359

934

537

715

385

388

738

1,151

2,570

2,886

860811

<3 3-5 yrs 5+ yrs Average AUM / TL

FY20 FY210

500

1000

1500

2000

2500

3000

35002,4831,811

* includes ~900 families on account of L&T Acquisition


The Asset Management business (IIFL AMC) focuses on creating niche alternative India focused strategies for the UHNI / HNI space. A disciplined and active investment management approach combined with intensive research and innovative strategies creates avenues for investors to tap into India’s potential to facilitate long-term wealth creation. The distinctive and diversified product suite of mutual funds, portfolio management schemes and alternative investment funds span across public and private equities, fixed income securities, Credit & Real Estate and enable investors across the world to participate in India’s unique growth story.

IIFL AMC has been playing a pivotal role in the growth of the AIF industry in India and continues to be one of the largest AIF Managers in the country.

We continue to invest in technology, people, and processes. We holistically embraced digitisation to ensure that our investors have seamless access to all our funds and can efficiently manage their investments. Some of the initiatives on this front included the introduction of digital onboarding and automated factsheet generation, IIFL AMC is

among the first AMCs to launch online PMS and AIF applications.

Despite the pandemic and changed working dynamics during FY21, the Assets Under Management grew by 70%. With a focus on increasing the products suite, several new funds were launched during the year including late-stage consumer technology fund, and a fund of funds, which aims to provide unique opportunities to invest in the best-in-class technology-focused Venture Capital Funds. In the listed equity space, under our Portfolio Management Services, we added a new strategy to create a portfolio of businesses with established track record and have the potential to see sharp improvements in their fundamentals. Over the year, we continued to onboard new distribution partners and achieve scale across our existing products (Multicap and Multicap Advantage PMS).

In FY21, the AMC's overall Assets Under Management have grown by more than 70% to `37,372 Crs. A split across Strategies showcase that this growth was primarily fueled by the Listed Equities space, growing by more than 100%; and the Unlisted Equities growing at more than 50% during the year.

Asset Management - ‘Innovation is the change that unlocks new value’

Strategy-wise AUM snapshot (` Cr)

Public Equity Unlisted Equity Credit & Real Estate Other (Multi-assets)

FY2021,940

FY2021,940

5,552

8,757

13,616

7,028

603

15,788

1,553

6,415


A view on the Net Flows for FY21 across Strategies in the AMC segment showcase the growing trend of inflows across the Public Equities business, and the gaining popularity within the Unlisted space.

The year was particularly successful from institutional mandates’ perspective as we established connects with many offshore institutions and family offices and onboarded a Sovereign Wealth Fund; the largest mandate received by IIFL AMC till date. The company now manages an AUM of `7,133 Crs across offshore institutions and expects this to be an important driver of growth going forward.

Thanks to the efforts of our people, despite disruptions, net inflows for the year were almost `9,000 Crs , spread across various asset classes and geographies the highest ever for a single year in the short history of the AMC.

Both listed equity and private equity remain scale strategies with `15,738 Crs AUM in listed equity and `13,616 Crs AUM in private equity in FY21. Fixed income investment categories comprising liquid mutual funds and structured credit products contributed `2,851 Crs to overall AUM while real estate funds contributed `5,118 Crs.

Product Category-wise net sales

Strategy-wise Net Flows (` Crs)

Data as of March 2021

4,999

1,893

1,115 950

Public Equity

UnlistedEquity

Credit & RealEstate

Other (Multi-assets)


Private Equity`13,616 Crs

SeedStage

Diversified

LiquidFunds

StructuredCredit

DistressedDebit

ResidentialDebt

Concentrated Thematic International

Existing

Long Short Quant Fund Solutions141312

10 110908

06 070504

030201 EarlyStage

PreIPO

Listed Equity`15,788 Crs

Credit &Real Estate`6,415 Crs

Other(Multi-asset)`1,553 Crs

RecentlyLaunched

AwaitingSEBIapproval

UnderEvaluation

Total AUM `37,372 Crs

In the coming year we will continue to explore opportunities to enhance our product offering across our four asset classes i.e. listed equities, private equities, credit and real estate. We aim to

maintain our position as the largest alternative asset manager in India and build a complete range of product offerings across asset classes.

AMC Strategy-wise split


Summary of developments across key platforms is as below:

Alternative Investment Funds (AIFs)During the first couple of quarters, our focus was primarily on raising commitments in already launched schemes viz. High Conviction Fund - Series 1, India Housing Fund - Series 2 and IIFL Seed Ventures Fund – Series.

In Q2, on unlisted equity side, AMC launched a new fund during the quarter - IIFL India Private Equity Fund Series 1A, which intended to invest in financial intermediaries that are dominant players in their segments. The scheme raised over`1,522 Crs and has proved to be a successful launch. In Q3, we launched IIFL Equity Opportunities Fund, a fund of fund, which aims to provide a unique opportunity to invest in the best-in-class technology focused VC Funds primarily focused at providing follow on capital to top performing digital companies along with other marquee investors. It garnered a commitment of `620 Crs.

In Q4, we launched another fund on unlisted equity side, IIFL Special Opportunities Fund Series 8, which would invest in late stage consumer tech deals. The fund received a fantastic response garnering over `1,300 Crs by end of April 2021.

Portfolio Management Services (PMS)On listed equity front, we continued to onboard new distribution partners and achieve scale across our existing products - Multicap and

Multicap Advantage PMS. Despite disruptions due to the Pandemic, multiple communication channels were opened up with investors informing about product performance and offering easy one click top-ups. We leveraged technology to enable editable forms for client onboarding to enable business continuity. In Q4, we added a new strategy, IIFL Phoenix Portfolio, which intends to create a portfolio of such businesses with an established track record, which have the potential to see a sharp improvement in fundamentals in the future. Mutual Funds (MFs)Given our continued focus on scaling up IIFL Focused Equity Fund, we were able to add net inflows of `379 Crs during the year. For most of the year, the fund was amongst the best performing fund in its category. Additionally, in order to increase its reach across platforms, we laid emphasis on increasing SIPs in the scheme from online channels. Towards the end of the year, we also filed for quant-based funds with SEBI (IIFL Smart Fund). We are awaiting approvals from the regulator on the same.

Offshore / InstitutionsIn terms of client coverage, we have established connect with many offshore institutions, wealth funds and family offices over the past year. During the year, we received an additional investment from one of our existing advisory mandates. We also received a new mandate from an institutional investor.


The year gone by was really a story of two parts. The first half was when the pandemic first struck resulting in complete lock downs and an almost complete stall of economic activity sending global markets into a dizzying fall. The second half saw coordinated actions of governments and central banks worldwide resulting in global markets and indices rising to record highs by the year end. We expect this growth to continue into the current year as well aided by favorable macro-economic conditions and enabling policies.

Global financial wealth soared to reach an all-time high of US$ 250 trillion in FY21. Flush with cash and encouraged by the prospect of robust returns, individuals directed more wealth into equities and investment funds and away from lower-yielding debt securities, continuing pre-crisis trends. Many also embraced alternative investments such as private equity, private debt, and real estate in the quest for even higher yields.

Having adapted to extraordinary challenges, the events of the last 12 months have strengthened our belief that it continues to be prudent to think long term and not be swayed by the short-term. The key pillars of our business - our people, our clients and our proposition continue to be our key focus areas on an ongoing basis. However, a fourth pillar is now being added – Digital. The key behavioral transformation due to the pandemic has been the widespread increase in the use of digital tools and technologies in our daily lives, and this impact is sharpest in the way we interact with people and how we consume various services.

We presently find ourselves at an interesting intersection between the agility of a start-up and stability of an over 12-year-old company. As with all businesses, the COVID 19 pandemic has ensured a significant degree of adoption to digital activities. All our clients are now actively engaging with our relationship teams via digital interfaces. We have also seen some shift to self-directed transactions, particularly in stocks, as clients become more active in managing parts of their portfolio themselves. We have been at the forefront of adoption of new technologies to sharpen our proposition and improve the delivery of our services, therefore our focus on using technology to upscale our infrastructure and improve the delivery of services to clients is absolute and continuous. Over the last year, we have seen the benefits of client proximity, delivery speed, and efficiency and we will continue to strive to better leverage technology as an enabler to deliver a smoother and sharper client experience.

Outlook

From a financial perspective, FY21 has seen our financial performance return to the levels attained before we made the change in our business model and adopted an annuity focused revenue model. Our reported PAT in FY21 of `369 Crs is almost equal to the PAT in FY19 of `385 Crs. However, while the profits have almost equalized we are today in a far stronger position with annuity assets now forming 50% of our total assets vs 37% in FY19. We intend to continue this trajectory in the coming years and focus on building annuity assets.

Our conscious focus on driving cost and productivity enhancements at a firm level have now begun to reap benefits. These measures have been taken using a combination of cost reduction initiatives, deployment of technology to improve productivity as well as taking judicious calls on outsourcing of select activities to derive scale benefits. The benefits are beginning to reflect in our Cost to Income ratios, which have been steadily declining. We expect going forward that these efforts will generate positive operating leverage, thereby enhancing firmwide productivity metrics. Investments will continue in strengthening key organizational areas of Digital, Compliance and Risk.

We intend to further grow and consolidate our overall market position and to enhance our platform and proposition via differentiated product offerings, as well as continuously evaluating inorganic opportunities to expand growth trajectory.

We will continue to find the right intersections between wealth creation and wealth preservation, between our expertise and client’s level of involvement, between old age values and new-age technology, between clients' needs for today and our clients' family’s needs for tomorrow. We continue to invest in building a high-quality team and imbibe a culture which encourages innovation and strong orientation towards knowledge-based service. India has seen a strong economic bounce and investment sentiment remains buoyant on the back of excess liquidity and savings. There are strong tail winds across the Wealth Management and Asset Management businesses as evidenced by sustained growth in HNI/UHNI clients driven by large number of monetization events and continued growth in next tier locations along with strong traction on institutional mandates in the Asset Management business and strong momentum across our Unlisted Differentiated strategies.


Equity Markets

Growing optimism around the global economic recovery, persistent drop in new cases and the progress of vaccination drives supported the global equity markets in the latter half of FY21. Vaccination roll-outs across the globe, continued economic recovery, strengthened expectations of a fiscal stimulus in the US and dollar weakness kept investor sentiments strong for EM equities. This was further aided by strong portfolio inflows amid supportive surplus liquidity across the globe. The Hang Seng Index (Hong Kong) and Nikkei 225 Index (Japan) shot up by 20.2% and 54.3%, last year. Japan’s Nikkei 225 crossed the 30,000 mark for the first time in more than three decades. This surge can mainly be attributed to Japan’s economy growing by 12.7% in October-December quarter FY 2020-21 on a YoY basis. European equities suffered from a relatively slow roll-out of COVID-19 vaccines, political uncertainty in Italy and slower economic recovery amid lockdown restrictions. Brexit uncertainty along with second wave of virus infections have battered the UK, with the FTSE 100 Index being the slowest performing regional equity market.

Meanwhile, Indian equity markets outperformed the broader EM indices, with the Nifty 50 increasing by 70.9% and Nifty 500 by 76.0% in 12 months ending March 2021. Persistent traction in foreign flows and brighter domestic economic outlook as reflected through steady improvement in several high frequency indicators and better than expected Q4 FY 2020-21 corporate earnings

also kept investor sentiments buoyant. This was further supported by stimulus measures announced by the Government and liquidity measures adopted by RBI.

Despite COVID-induced turbulence, Indian equity markets showed their best performance in a decade in FY 2020-21. Surge in trading by retail investors and Foreign Institutional Investors (FIIs) fuelled a rally in equity markets post the sharp correction of March 2020. FIIs net investment recorded an all-time high in FY 2020-21 at US$ 37.1 bn, which is approximately 14 times higher than that of US$ 2.6 bn in FY 2019-20, owing to continuous rally in equity prices. Unlike FIIs, Domestic Institutional Investors (DIIs) remained strong sellers of Indian equities with net outflows of US$ 19.0 bn in FY 2020-21. Net investment by DIIs remained negative due to redemption pressures and profit-booking as equity valuations touched lifetime highs.

An exponential rise in COVID infections in the second half of March 2021 compelled re-imposition of restrictive measures and raised concerns on the ongoing economic recovery, however markets seem unperturbed by the rising number of infections in the ongoing second wave of COVID-19. The likely reason is that markets see the same as a temporary bump in the course of recovery and expect activities to normalise over time. Further, the impact on the earnings of majority of the NIFTY50 sectors is likely to be temporary and limited.

Debt Markets

FY20-21 was an action-packed year for Indian fixed income markets. 10-year G-sec yields, which spiked in early April 2020 on the back of massive FPI selling and the fear of a significant rise in fiscal deficit, reversed its course soon and started trending lower. The yield fell below 6%, driven by aggressive monetary easing, but inched up again and hovered around 6% throughout the year. The 10-year yield ended only 3 bps higher than last year despite the central government’s fiscal deficit rising sharply from the budgeted 3.8% to 9.2% of GDP. This was mainly due to the RBI’s intervention through open market operations (OMOs). Term spread however, jumped in March 2020 from ~1% to over 2% and remained at elevated levels as the shorter end of the yield curve was firmly anchored due to ample liquidity. Domestic liquidity remained in ample surplus supported by liquidity infusion by the RBI and the further rise in government spending and the muted credit growth also added to the surplus.

FPI flows into Indian debt markets in FY20-21 were weak, albeit better than the previous year. The net FPI outflow amounted to ~US$ 2.2 bn in FY20-21 (FY 19-20: US$ 5.4 bn).

Going forward, the outlook on yields remains uncertain as rise in international crude prices, increase in 10-year US treasury yields, elevated fiscal deficit and CPI, especially core CPI, pose an upside risk to yields. The high statutory liquidity ratio (SLR) investment holdings of banks and signs of a broad-based improvement in economic activity can also push yields higher. However, the RBI has been consistently intervening to stem any significant rise in yields and may continue to do so in the foreseeable future. Also, muted credit growth, low global rates and ample liquidity bode well for yields in India.

During the year, credit markets faced heightened volatility, resulting in the widening of spreads.


This followed from Yes Bank AT1 bonds being written off (in February 2020), imposition of the lockdown, announcement of the winding up of six debt schemes by Franklin Templeton, etc. The spreads normalised from Q2FY 21 onwards, supported by the RBI’s monetary and regulatory

easing measures, recovery in economic activity, lower than expected impact of the pandemic on financial institutions, improvement in collection efficiency of banks and NBFCs, and other such factors.

Awards

IIFL Wealth & Asset Management won 7 awards during the year. At The Asset Triple A Private Capital Awards, 2020, IIFL Wealth won the Best Private Bank – India award for the 10th year in a row. At the Euromoney Private Banking and

Wealth Management Survey, 2021, we won awards for the Best Services - Investment Management and Best Technology - Innovative or Emerging Technology Adoption.

Change in Regulatory PoliciesBroking and DP- New margin rules requiring upfront margins (of

20% of trade value) and peak margin regime was implemented from 1st September 2020 in Stock and Commodities broking.

- It was made mandatory that margin collateral of securities was to be accepted only in pledged form.

AMC- Criteria for Product labelling in MF Schemes

was laid down by SEBI.- Regulations were issued to align the interest

of investors in MF with the asset manager, which require 20% of gross annual cost-to-company (CTC) remuneration paid to Key Managerial Personnel to be paid in units of schemes managed of the AMC, with a lock-in for 3 years and clawback applicable in case of gross negligence or fraud.

The other awards include Global Private Banking Innovation Awards, 2020 for the following:

- Changes were made to the regulations pertaining to Alternative Investment Funds (AIFs): investment concentration limits are to be computed for both direct and indirect exposures where the AIF has invested into other AIFs; and leverage of 200% for Category III AIFs was to be computed after reducing exposure to other AIFs.

NBFC- Statutory Audit - The period of appointment

for statutory auditors was changed to three years and a rotation requirement was introduced by the RBI: an audit firm would not be eligible for reappointment in the same entity for six years (two tenures) after completion of full or part of one term.

Best Private Bankfor Wealth Creation

& Preservation

Best Private Bankfor Succession

Planning

Best WealthManagement for$1.5 mn – 5 mn

Most InnovativeWealth Management

Service


Risks and Governance

We believe that the following factors have significantly affected our results of operations and financial condition during the period under review and may continue to do so in the future.

Our Assets under Management: Our results of operations are materially affected by our AUM. Accordingly, our growth and success significantly depend upon the appropriateness of investment options provided and the performance of our client portfolios and funds. Good investment performance increases the attractiveness of our products with clients resulting in higher inflows and a consequent increase in our revenues. Hence, events adversely impacting such investment performance (relating to stocks, bonds, commodities or real estate related investments) may adversely affect our business.

To mitigate these risks, we have a Product team that shortlists products, which are offered to clients. We also have a Product Approval Committee for complex / structured products. That apart, we do a detailed Risk Appetite assessment of the client, and accordingly prepare an Investment Policy Statement (IPS) for the client. Hence, actual asset allocation can be checked against this and corrective action can accordingly be taken. That apart, our Internal Auditors specifically check that investment rationales are maintained and regularly updated. We also have Investment and Valuation Committees and a Risk Management team that monitor portfolios that are managed by us internally within the group.

General economic and financial services industry conditions in India: Our Company is engaged in the business of providing wealth management services and with a majority of our operations within the domestic Indian market, our results of operations are highly dependent on the overall economic conditions in India, including the GDP growth rate, inflation rate, change in demographic profile, wealth levels, the economic cycle, prevalent interest rate regime, securities markets performance, and the increased usage of technology-based channels.

The Indian economy has grown rapidly over the past decade and is expected to continue to grow at a healthy rate (leaving apart blips like 2019 and 2020), which, together with the increasing financialization of savings, could in turn, drive the underlying demand for investment products and services.

However, if the general economic conditions in India deteriorate or are not in line with our

expectations, or unforeseen events adversely affect our client investment portfolios, our financial condition and results of operations may be materially and adversely affected.

Competition and Market: We face significant competition in all aspects of our business from other established Indian and multi-national companies. Some of these firms have greater resources and/or a more widely recognised brand than us, which may give them a competitive advantage.

Mergers and acquisitions involving our competitors may create entities with even greater competitive advantages. We also face competition from several players who offer financial advisory services purely on technology platforms, in a highly cost-competitive manner (‘Robo-advisors’). These competitive factors could reduce our market share and profitability.

There is also a fundamental change that is happening in the distribution of financial products, as the industry is moving gradually from a commission-based model to a fee-based model, that is having an effect on the revenues of asset allocators like our Company. The IIFL-ONE product platform has been launched to address this change and clients are gradually moving to this platform.

We believe our wide product offering, our relationships with clients, industry and product knowledge, and brand image will allow us to face such competition. We have a dedicated technology team, which has both domain and technology experts, and we are leveraging technology to deliver insights and interact with clients through different platforms.

Regulatory supervision: We operate in sectors that are regulated in India, and our activities are subject to supervision and regulation by multiple statutory and regulatory authorities including SEBI and RBI and the various stock / currency / commodity exchanges.

In recent years, existing rules andregulations have been modified, new rules and regulations have been enacted and reforms have been implemented, which are intended to provide tighter control and more transparency in the various regulations and policies. Such changes in government and regulatory policies affecting the financial services industry may require changesto our business operations, products and pricing, and technological processes and thus may


involve additional costs and management time. While it may be possible that certain regulatory changes would be positive for some of our business operations, it may also so happen that such changes could adversely affect our financial condition and results of operations.

We have a dedicated Compliance team to interpret regulations, submit regulatory returns and interface with Regulators. We also have Anti-Money Laundering (AML) Policies and AML Committees for our various businesses to deliberate on client onboarding.

Personnel and operating costs: We function in a highly competitive industry and accordingly, our ability to manage our expenses directly affects our business and results of operations. These expenses may be impacted by macroeconomic conditions including increases in inflation, changes in laws and regulations, increased competition, personnel expenses and other factors.

Personnel-related expenses constitute a significant proportion of our total expense. However, it can be difficult and expensive to attract and retain talented and experienced employees. In addition, we also strive to ensure effective utilisation of our human resources and may need to adjust to the dynamic business environment as we increase our scope of operations, and expand into new business products.

As we grow our business, we will require additional human resources including Relationship Managers, investment professionals, dealers and operational, management and technology staff. Changes affecting our expenses may impact our financial condition and results of operations.

Operations and Technology: Any complex set of operations creates the possibility of frauds and errors. To mitigate against these risks, we have written procedures, maker-checker controls and approval of all exception requests by Risk Management. The efficacy of these controls is checked by Internal Audit. Information Technology systems are crucial to the success of our business operations and help us to improve our overall productivity. They also pose a key risk in terms of failure of systems, information security failures and the possibility of cyber-attacks.

Our Technology team has deployed multiple defences to mitigate the risk of cyber-attacks and prevent unauthorised access to, and leakage of, sensitive information. We have network security in the form of a firewall, and Intrusion Prevention Systems; we also have a strict perimeter device security policy, where we have blocked access to personal email, social networking and data sharing websites, USB and local drives and forced users to save working files on a company administered OneDrive. While access to emails is accessible on mobile phones, no files / attachments can be saved on these devices.

We also have a Business Continuity and Disaster Recovery plan, with data being stored on a cloud server, which we have tested. During the Covid-19 induced nation-wide lockdown in 2020 and in 2021 during the second wave we tested our ability to support operations in a work from home (WFH) environment and we managed to execute this in a stable manner, with users logging in through a virtual private network (VPN) to access their office-based applications, thereby ensuring that no information security controls were compromised.

Inflation risk: Of late, India has experienced relatively benign rates of inflation, though inflation has been above the RBI’s ‘tolerance level of 4%+/- 2%’ for a couple of months in 2021. Inflation affects interest rates and hence, higher inflationary expectations lead to rise in borrowing costs and slowdown in credit offtake, which may affect our profitability. Adverse changes in credit offtake and savings caused by inflation also impacts the overall economy and business environment, as also sectors that depend on leveraged purchases like real estate and automobiles, and hence could affect us.

Development and Implementation of Risk Management System: We have a separate Risk Management department that reports to the Chief Operating Officer and the Audit Committee of the Boards of IIFL Wealth Management Ltd. and its subsidiaries. Risk Management relies on the internal controls built into Standard Operating Procedures, and the Risk Management, Product and Investment Policies relating to the various businesses: e.g. the Broking Risk Management Policy, the MF Risk Management Policy, the Policies for Loan Against shares, Loan Against Property and Unsecured Lending and Investment Manuals and Policies that exist for our NBFC and Asset Management Company.


We also have Valuation and Provisioning Policies for our MF and AIF portfolios. There is representation from the Risk Management team on Investment, Valuation and Risk Management Committees of the various businesses.

The internal processes have been designed to ensure adequate checks and balances and regulatory compliances at every stage. Authority matrices have been defined going down from the Board of Directors, to provide authority to approve various transactions.

All trading limits have been put on the respective trading systems in Stock and Commodities broking, and asset management businesses.

That apart, Risk Management conducts internal reviews (using external Chartered Accountants, where required) of various aspects of the business, which include documentation in relation to the lending business; compliance with various regulations in AIF and checking of certain regulatory returns.

The Company has invested in ensuring that its internal audit and control systems are adequate and commensurate with the nature of business, regulatory prescriptions and the size of its operations.

The Internal Audit of the Company and its subsidiaries is conducted by an independent firm of Chartered Accountants, as per the scope suggested by Risk Management and approved by the various Boards. The scope of internal audit covers all aspects of business including regular front-end and back-end operations, HR, Finance, Customer Service, IT and checking for both regulatory and internal compliances. Internal audit team carries out a risk-based audit of various processes to provide assurance on the adequacy and effectiveness of internal controls. The Internal Auditors also check and opine on the state of Internal Financial Controls. Internal Audit reports are presented to the Audit Committees of the various boards directly by the Internal Auditors. In addition, the Company complies with several specific audits mandated by regulatory authorities such as SEBI / Exchanges / Depositories, and the reports are periodically submitted to the regulators.

The Board/Audit Committee reviews the overall risk management framework and the adequacy of internal controls instituted by the management team, through the monitoring of the Internal Audit and Statutory Audit reports and through

the Risk Management Committee, to which a detailed presentation is made by the Head – Risk Management. The Audit Committee reviews major instances of fraud, if any, on a quarterly basis and actions are taken on the same. It also focuses on the implementation of the necessary systems and controls to strengthen the system of internal controls and prevent any recurrence.

We have also strengthened our whistleblower mechanism (backed by a policy that promises that no action will be taken against a whistleblower), and providing multiple channels (email / website / phone) managed by an external service provider (for complete independence) through which employees can record complaints and grievances, anonymously, if they choose to remain so. All whistleblowing complaints are tracked and investigated by a Vigilance Committee chaired by the Chief Operating Officer of the IIFL Wealth Group, with representation from Human Resources, Risk Management, Compliance and Business.

Our whistleblower mechanism is meant to facilitate reporting of unethical behaviour, actual or suspected fraud, or violation of the Company’s code of conduct and ethics.

Another key aspect of governance is managing and resolving conflicts of interest that may arise. We have a Conflict of Interest Policy that was redrafted under the guidance of the Risk Management Committee, under which a Conflict Resolution Advisory Board (CRAB) was formed, consisting of senior executives. Guidance has been provided in the policy on the types of transactions that are covered (e.g. transactions between an employee and a group entity, or an employee and a client, or between a group entity and a firm in which the employee or his close relatives are interested) above certain thresholds. A summary of cases brought before the CRAB is also submitted to the Risk Management Committee of the board.

Internal Financial Controls:The Company has in place adequate internal controls with reference to financial statements and operations and the same are operating effectively. These are encapsulated in the Risks & Controls Matrix (RCM). The Internal Auditors tested the design and effectiveness of the key controls and no material weaknesses were observed in their examination. Further, Statutory Auditors verified the systems and processes and confirmed that the Internal Financial Controls system over financial reporting are adequate and such controls are operating effectively.


Particulars 2019-20 YoY Growth %2020-21

IIFL Wealth and Asset Management is one of the largest wealth and asset management firms in India. Founded in 2008, IIFL Wealth has grown steadily and now manages assets of more than `2.4 Trillion,

as on March 31, 2021. We operate out of 27 offices spread across the world and have an employee strength of more than 850 employees.

Review of Financial Performance

The table below provides a break-up of our Assets Under Management for the periods indicated:

Assets Under Management & Profitability

Annual Recurring Revenue Earning Assets

IIFL-ONE Assets

Funds Managed by IIFL AMC

Distribution Assets Earning Trail Fees Net Interest Margin on Loans

Transactional Assets

Brokerage

Distribution Assets Not Earning Trail Fees

Total AUM

Add: Custody Assets

Total AUM including Custody

1,01,969 62,595 62.90%

27,940 17,720 57.67%

37,372 21,940 70.34%

33,038 19,399 70.31%

3,620 3,536 2.38%

1,05,074 94,302 11.42%

60,260 47,649 26.46%

44,815 46,653 -3.94%

2,07,044 1,55,490 33.16%

39,039 31,145 25.35%

2,46,083 1,67,746 46.70%

(All figures in `Crs)


The table below is a Reclassified Consolidated Statement of Profit and Loss for the periods indicated


Particulars 2019-20 YoY Growth %2020-21

Gross Revenue from Operations

Less: Direct Costs

Net Revenue

Less: Other Income

Net Operating Revenue

Classified into:

Annual Recurring Revenue

Management Fees on IIFL-ONE Assets

Management Fees on Funds Managed by IIFL AMC

Distribution Assets Earning Trail Fees

Net Interest Margin on Loans

Transactional / Brokerage Income

Brokerage

Investment Banking / Syndication Income

Costs

Employee Costs

Admin and Other Expenses

Profit Metrics

Operating Profit before Taxes (OPBT)

Profit before Taxes (PBT)

Profit After Tax (PAT) including OCI and FCTR

Cost to Income Ratio

ROE

ROE Ex Goodwill & Intangibles

1,659 1,527 8.64%

(606) (676) 10.35%

1,053 851 23.74%

137 (69)

915 920 -0.49%

583 535 9.06%

55 35 58.55%

198 146 34.97%

139 119 16.03%

191 234 -18.12%

333 385 -13.73%

150 139 7.85%

183 247 -25.89%

568 564 0.62%

417 385 8.53%

150 180 -16.31%

348 356 -2.24%

485 286 69.31%

369 206 78.90%

53.9% 61.4%

12.5% 7.0%

15.0% 7.7%



For the year ended March 31, 2020For the year ended March 31, 2021

1,379 280 1,659 1,325 202 1,527

718 198 916 774 146 920

271 77 348 331 25 356

Gross Revenues

Net Operating Revenue

Operating Profit before Tax

WealthManagement

Asset Management

TotalSegments WealthManagement

Asset Management

Total

1. Revenue from Operations remained flattish at a -0.49%YoY to `915 Crs, from `920 Crs primarily due to the first two quarters of the year being largely impacted on account of Covid-19. However, the last two quarters saw positive client sentiments and we continue to see high levels of liquidity, which allowed operations and markets to regain the lost momentum and move upwards steadily.

2. Focus on Annual Recurring Assets & Revenues during the year has resulted in an increase in ARR assets by 62.9% to `1,01,969 Crs and the revenues increasing by 9.1% YoY to `583 Crs for the year.

3. Our specific focus on growing the IIFL-ONE Offering has been well received by clients with AUM increasing by 57.7% YoY to `27,940 Crs and revenues increasing 58.6% YoY to `55 Crs.

4. Overall Net flows during the year were `24,096 Crs, despite challenging conditions experienced during the year.

5. On the cost side, we have continued to focus on rationalizing costs downward and increasing productivity. In FY21 fixed employee costs have reduced by 12.8% YoY to `261 Crs; the overall increase in total employee costs is primarily due to higher variable and ESOP costs. Administration costs have also decreased by 16.3% YoY to `150 Crs. We are confident of further rationalization in these costs in FY22.

6. Operating Profits before tax remained largely

flattish, at a decline of 2.2%YoY to `348 Crs and overall Profits Before Tax have increased 69.3% YoY to `485 Crs, primarily on account of the market uptrends and increasing business activities in the second half of the year.

7. Other Income, which is primarily our earnings on our proprietary holdings in schemes manufactured or distributed by us is a positive `137 Crs for the year driven primarily by MTM movements in March 2021, led by the recovering and rising Global indices. This along with the steady Net Revenues have resulted in Profit after Tax rising by 78.9% YoY to `369 Crs for the year.

The key factors to consider are as follows:

Reclassified Segment-wise performance is as under


BALANCE SHEET AND CAPITAL DEVELOPMENT(All figures in `Crs)

31-Mar-21 31-Mar-20ASSETS

1 Financial Assets

(a) Cash and cash equivalents

(b) Bank Balance other than (a) above

(c) Derivative financial instruments

(d) Receivables

(I) Trade Receivables

(II) Other Receivables

(e) Loans

(f) Investments

(g) Other Financial assets

2 Non-Financial Assets

(a) Inventories

(b) Current tax assets (Net)

(c) Deferred tax Assets (Net)

(d) Investment Property

(e) Property, Plant and Equipment

(f) Capital work-in-progress

(g) Intangible assets under development

(h) Goodwill

(i) Other Intangible assets

Right to Use assets

Other non-financial assets

Total Assets

387 681

401 498

166 132

226 242

116 118

3,721 3,632

2,513 6,512

153 438

0 0

75 73

1 5

0 0

288 299

2 1

0 0

373 188

152 88

24 34

142 85

8,740 13,026


BALANCE SHEET AND CAPITAL DEVELOPMENT (continued)(All figures in `Crs)

1. Consolidated Net worth stood at `2,828 Crs Vs `2,992 Crs in FY20. Net worth Ex=Goodwill and intangibles stood at `2,303 Crs Vs `2,716 Crs in FY20 and average Net Worth Ex- Goodwill and intangibles stood at `2,371 Crs Vs `2,675 Crs in FY20.

2. ROE Ex-Goodwill & Intangibles has increased to 17% from 8% YoY primarily driven by the increase in PAT YoY, accompanied by

the high dividend pay-out in FY21.

3. Debt/Equity ratio decreased from 2.95 on March 31, 2020 to 1.67 on March 31, 2021; due to decrease in overall outstanding debt of Group by `4,126 Crs.

4. Debtors turnover ratio moved from 5.58 in FY20 to 6.88 in FY21, due to increase in revenue from operations and a decrease in average trade receivables during the year.

1 Financial Liabilities

(a) Derivative financial instruments

(b) Payables

(c) Debt Securities

(d) Borrowings (Other than Debt Securities)

(e) Subordinated Liabilities

(f) Other financial liabilities

Finance Lease Obligation

2 Non-Financial Liabilities

(a) Current tax liabilities (Net)

(b) Provisions

(c) Deferred tax liabilities (Net)

(d) Other non-financial liabilities

3 Equity

(a) Equity Share capital

(b) Other Equity

(c) Non-controlling interest

Total Liabilities and Equity

221 249

391 305

4,408 5,426

104 2,850

200 562

408 512

26 35

59 17

12 9

34 32

49 38

18 17

2,810 2,974

- 0

8,740 13,026

LIABILITIES AND EQUITY 31-Mar-21 31-Mar-20

Key Considerations as on March 2021:



This Corporate Governance Report relating to the year ended on March 31, 2021, has been issued in compliance with the SEBI Listing Regulations, 2015.

1 COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

IIFL Wealth Management Limited (“the Company”) follows the highest standards of governance and disclosure. The Company firmly believes that adherence to business ethics and sincere commitment to corporate governance will help the Company achieve its vision of being the most respected Wealth Management Company in the financial services space in India. Since inception, the promoters have demonstrated exemplary track record of governance and utmost integrity. The Company is in compliance with the requirements of the SEBI Listing Regulations, 2015.

Our Board has Independent Directors, highly respected for their professional integrity as well as rich financial experience and expertise.

2 BOARD OF DIRECTORS

(a) Composition of the Board of Directors

The Board of Directors (“Board”) of the Company has an optimum combination of executive and non-executive directors (including one woman director). The Board provides leadership, strategic guidance and discharges its fiduciary duties of safeguarding the interest of the Company and its stakeholders.

None of the Directors of the Company are related to each other. The composition of the Board is as follows:

Category Name of the Directors

Independent Directors

Mr. Nilesh Vikamsey – Chairman

Ms. Geeta Mathur

Dr. Subbaraman Narayan

Mr. Pankaj Vaish

Corporate Governance Report

Category Name of the Directors

Managing Director & Promoter

Mr. Karan Bhagat

Non-Executive Directors & Promoter(s)

Mr. Nirmal Jain

Mr. Venkataraman Rajamani

Mr. Yatin Shah

Non-Executive Directors (Nominee Directors)

Mr. Sandeep Naik

Mr. Shantanu Rastogi

Non-Executive Director

Mr. Gopalakrishnan Soundarajan

(b) Brief profiles of the Directors are as follows:

• MR. NILESH VIKAMSEY - Independent Director

Mr. Nilesh Vikamsey is a senior partner at Khimji Kunverji & Co LLP – an 84-year-old Chartered Accountants firm which is a member firm of HLB International. He is presently a member of the Advisory Committee on Mutual Funds of Securities and Exchange Board of India (SEBI), Risk Management Committee of Central Depository Services (India) Limited (CDSL) and International Auditing and Assurance Standards Board’s (IAASB) Reference Group for Audits of Less Complex Entities. Mr. Vikamsey is Committee member of organisations like Indo American Chamber of Commerce, Bombay Chartered Accountants’ Society (BCAS), The Chamber of Tax Consultants (CTC). He is a trustee in ‘Sayagyi U Ba Khin’ Memorial Trust (Vipassana International Academy, Igatpuri) & few educational trusts in Mumbai. He is on the Board of many listed and unlisted companies. He was the President of ICAI in the past and also was Committee member of committees of Ministry of Corporate Affairs (MCA), Comptroller and Auditor General of India (CAG) He was an observer on the Board of International Federation of Accountants and Member of IFAC’s Technology Advisory Group. He was the Past Chairman of Federal Bank Limited and member of IRDA. He was the Chairman of SEBI’s Qualified Audit Report Committee and member of Corporate Governance


Committee chaired by Uday Kotak, Primary Market Advisory Committee and Committee on Disclosures and Accounting Standards (SCODA). He is a Speaker/Chairman, at various seminars, meetings, lectures held by various Committees, Regional Councils, Branches & Study Circles of ICAI, Bankers Training College of the RBI, Comptroller & Auditor General of India (C&AG) and various other organizations.

• MR. KARAN BHAGAT – Managing Director

Mr. Karan Bhagat is the Promoter and Managing Director of our Company. He holds a bachelor’s degree in commerce from St. Xavier’s College, Kolkata and a post graduate diploma in management from the Indian Institute of Management, Bangalore. He has approximately two decades of experience in the financial services sector and is responsible for all the strategic initiatives undertaken by our Company. He has previously worked with Kotak Mahindra Wealth Management Ltd. where he served as Senior Vice President. He featured in Fortune India’s ‘40 under 40’ list in 2016 and 2017 and The Economic Times ’40 under 40’ list in 2017. He also received the URS Asia One Global Indian of the Year award in 2018.

• MR. YATIN SHAH – Non-Executive Director

Mr. Yatin Shah is the Promoter and Non-Executive Director on the Board of our Company. He holds a bachelor’s degree in commerce from the University of Mumbai and a Master’s degree in science (finance) from Cass Business School, London. He has significant experience in the financial services sector. He has previously worked with Khandwala Securities Limited and Kotak Mahindra Bank Limited. He has been awarded as the Best Relationship Manager by Kotak Mahindra Bank and secured the Best Financial Manager award for the best registered deal by Asian Institute of Management, Manila.

• MR. NIRMAL JAIN – Non-Executive Director

Mr. Nirmal Jain is a Promoter and Non-Executive Director on the Board. He holds a PGDM (Post Graduate Diploma in Management) from the Indian Institute of Management (IIM), Ahmedabad and is also a rank holder Chartered Accountant and a Cost Accountant. He started his career in 1989 with Hindustan Unilever Limited. He founded IIFL Group in 1995 when it started as an independent equity research company in India. Over the last 26 years, he has led IIFL Group’s expansion, while remaining focused on financial services. IIFL Group, through its four listed entities, has a leading presence in India’s wealth & asset management, consumer lending, securities trading & discount broking space. With an impeccable track record of governance and growth,

IIFL Group has attracted marquee investors and won accolades internationally.

• MR. VENKATARAMAN RAJAMANI - Non-Executive Director

Mr. Venkataraman Rajamani is a Promoter and Non-Executive Director on the Board. He holds a Post Graduate Diploma in Management from the Indian Institute of Management (IIM), Bangalore, and a Bachelors in Electronics and Electrical Communications Engineering from IIT Kharagpur. He joined the Company’s Board in 1999. He has been contributing immensely in the establishment of various businesses and spearheading key initiatives of the Group over the past 22 years. He has previously held senior managerial positions at ICICI Limited, including ICICI Securities Limited, and their investment banking joint venture with J P Morgan of US and Barclays – BZW. He has also worked as an Assistant Vice President with GE Capital Services India Limited in their private equity division. He has a varied experience of more than 30 years in the financial services sector.

• MS. GEETA MATHUR - Independent Director

Ms. Geeta Mathur is a Chartered Accountant having worked as a banker both on the asset side and risk side and with large corporate treasuries and investor relations. She started her career with ICICI, where she worked for over 10 years in the field of project, corporate and structured finance as well represented ICICI on the Board of reputed companies such as Eicher Motors and Siel Limited, among others. She has developed, reorganised, streamlined and led large national teams. She then worked in various capacities in large organisations such as IBM and Emaar MGF across areas of Corporate Finance, Treasury, Risk Management and Investor Relations. She transitioned herself from the corporate sector to the development sector as CFO of Helpage India. Besides successfully implementing Oracle ERP and setting up processes for budgeting and MIS, she was consistently awarded by the Institute of Chartered Accountants and South Asian Federation of Accountants for best presentation and transparency in accounts. Currently she is serving as an independent director on the Board of various large organisations across manufacturing and services sector, such as Motherson Sumi Systems Limited, Info Edge (India) Limited, NIIT Limited, Tata Communication Transformation Services Limited. She co-chairs the India chapter of Women Corporate Directors Foundation, a global membership organisation and community of women corporate directors with a mission to foster a powerful, trusted community of influential women


corporate directors. She is a graduate in Commerce from the Shriram College of Commerce, Delhi University and did her articleship with the Price Waterhouse while pursuing her Chartered Accountancy.

• DR. SUBBARAMAN NARAYAN - Independent Director

Mr. Subbaraman Narayan is an Independent Director on the Board. He holds a Bachelor’s degree and a Master’s degree in Physics from Madras University. He has 40 years of experience in the fields of economics, economic policy and administration. He has been a senior research fellow at the Institute of South Asian Studies, National University of Singapore since 2005. He has previously held the positions of finance and economic affairs secretary; economic advisor to the Prime Minister of India; secretary in the Department of Revenue, Ministry of Finance, Government of India; secretary, Ministry of Petroleum and Natural Gas, Government of India; and secretary, Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India.

• MR. PANKAJ VAISH - Independent Director

Mr. Pankaj Vaish is an Independent Director on the Board. He is an MBA from Carlson School of Management, University of Minnesota, Minneapolis, USA and a B. Tech. in Mechanical Engineering from IIT-BHU (Indian Institute of Technology, Banaras Hindu University). He was a Gold Medalist at IIT-BHU, and he has been awarded the Distinguished Alumni award by IIT-BHU Alumni Association. He is having more than 35 years of experience. He spent more than 28 years with Accenture, where he built businesses from scratch and scaled them to global proportions, having held several regional and global roles. He has wide ranging experience in Technology Led Transformation, Consulting, BPO, Offshoring and Outsourcing. He is actively engaged in the financial services and technology industries and is associated with companies across segments of these industries. He is a board director, a consultant and an advisor. In addition, as part of his participation in India’s startup ecosystem, he is supporting various technology product companies in sharpening their market focus and scaling their businesses. He is a Professor of Practice of Management at the Amrut Mody School of Management (AMSOM), Ahmedabad University (AU). He is supporting AU in its transformation to become a globally relevant institution. He is involved with Executive Education, industry collaboration and the development and delivery of a new course to help MBA students prepare for a career via hands on experiential learning.

• MR. SHANTANU RASTOGI – Non-Executive Nominee Director

Mr. Shantanu Rastogi is a Non-Executive Director on the Board. He is currently the Managing Director at General Atlantic, where he is responsible for investments in the financial services, healthcare, and retail and consumer sectors in India and Asia-Pacific. He holds a Bachelor’s degree in Engineering from the Indian Institute of Technology, Mumbai and a Master’s degree in Business Administration from the Wharton School, the University of Pennsylvania. He has approximately 15 years of experience in the fields of private equity and finance. He has previously worked as a business consultant with McKinsey & Company.

• MR. SANDEEP NAIK – Non-Executive Nominee Director

Mr. Sandeep Achyut Naik is a Nominee Director on the Board. He is currently the Managing Director and head of the India and Asia-Pacific business of General Atlantic. He holds a bachelor’s degree in technology (specialising in instrumentation engineering) from the University of Mumbai, a master’s degree in science (specialising in biomedical engineering) from the Virginia Commonwealth University School of Medicine, and a master’s degree in business administration (specialising in finance) from the Wharton School, the University of Pennsylvania. Prior to joining General Atlantic Singapore Fund Pte Limited in 2012, he served as partner and co-head of India for Apax Partners India Advisers Private Limited. He was also co-founder of InfraScan Inc. He was selected as a young global leader by the World Economic Forum and has previously served on the global agenda council of the ‘new order of economic thinking’.

• Mr. Gopalakrishnan Soundarajan - Non-Executive Director

Mr. Gopalakrishnan Soundarajan is the Director at Hamblin Watsa Investment Counsel Ltd. Prior to this, he was the Chief Investment Officer of ICICI Lombard, the largest private sector property and casualty insurance company in India. He held the position of head of investments at ICICI Lombard from 2001 to 2018 and was a member of the investment committee.

Gopalakrishnan Soundarajan holds a Bachelor of Commerce degree from the University of Madras, is a member of the Institute of Chartered Accountants of India and is a Qualified Chartered Financial Analyst and Member of the CFA Institute in the United States.


c) Board Meetings and Directorship/ Committee membership(s) of Directors

During the year 2020-21 seven (7) Board Meetings were held on the following dates; June 11, 2020, August 13, 2020; August 14, 2020; August 19, 2020; October 28, 2020; November 25, 2020 and February 2, 2021.

As mandated by SEBI Listing Regulations, 2015, none of the Directors on the Board of the Company is Member of more than ten (10) specified Committees and none is a Chairperson of more than five (5) specified Committees across all the Indian Public Limited companies in which they are Directors. The Company has received necessary disclosures from all the Directors regarding Committee positions held by them in other Companies.

The table below gives the details of the names of the members of the Board, their status, attendance at the Board Meetings and at last AGM, Directorships, Committee Memberships and Chairmanships in Indian Companies as on March 31, 2021. It excludes Directorships of Private Limited Companies, Foreign Companies and Section 8 Companies.

Name of the Director (DIN)

Position / Category of

Director-ship

No of shares held

by NEDs

Number of board meetings attended

during the year

Attendance at lastAGM

Director ships

in Indian Public

Companies(including

IIFL WealthManagement

Limited)

Membership of Committees ^

Member Chairperson @

Mr. Nirmal Jain (DIN: 00010535)


62,28,856 6 Yes 3 1 -

Mr. Venkataraman Rajamani(DIN: 00011919)


13,49,204 7 Yes 6 3 1

Mr. Nilesh Vikamsey(DIN: 00031213)

Chairperson and Independent Director

23,571 7 Yes 9 9 3

Ms. Geeta Mathur (DIN: 02139552)

Independent Director

NIL 7 Yes 10 10 5

Dr. Subbaraman Narayan(DIN: 00094081 )


NIL 6 Yes 6 5 3

Mr. Pankaj Vaish (DIN 00367424)


NIL 7 Yes 3 2 0

Mr. Karan Bhagat(DIN: 03247753)

Managing Director

2,45,911 7 Yes 4 - -

Mr. Yatin Shah(DIN: 03231090)


33,56,490 7 Yes 7 1 -

Mr. Shantanu Rastogi(DIN: 06732021)

Nominee Director

NIL 7 Yes 3 2 -

Mr. Sandeep Naik (DIN: 02057989)

Nominee Director

NIL 7 Yes 3 - -

Mr. Gopalakrishnan Soundarajan (DIN 05242795)


NIL 7 Yes 4 1 -

Note:

1. ^The committees considered for the above purpose are those prescribed in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 viz. Audit Committee and Stakeholders Relationship Committee.

2. @ Chairmanship includes committee membership.

As mandated by SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, a person shall not be a director in more than seven listed entities with effect from April 1, 2020.


The table below gives the details of the names of the Directors, their status including the names of the listed entities where the person is a director and the Category of Directorship as on March 31, 2021.

Name of the Director and DIN Directorship in listed entities including IIFL Wealth Management Limited

Category of Directorship

Mr. Nirmal Jain

(DIN: 00010535)

IIFL Finance Limited Whole-time Director

IIFL Wealth Management Limited Non-Executive Director


(DIN: 00011919)

IIFL Finance Limited Managing Director

IIFL Wealth Management Limited Non-Executive, non - Independent Director

IIFL Securities Limited Managing Director

Mr. Nilesh Vikamsey

(DIN: 00031213)

IIFL Finance Limited Independent Director

Thomas Cook (India) Limited Independent Director

Gati Limited Independent Director

Navneet Education Limited Independent Director

PNB Housing Finance Limited Independent Director

IIFL Wealth Management Limited Independent Director

Ms. Geeta Mathur (DIN: 02139552) JTEKT India Limited Independent Director

Motherson Sumi Systems Limited Independent Director

NIIT Limited Independent Director

IIFL Finance Limited Independent Director

Info Edge (india) Limited Independent Director


OnMobile Global Limited Independent Director


(DIN : 00094081)

Dabur India Limited Independent Director

Seshasayee Paper and Boards Limited Independent Director

Artemis Global Life Sciences Limited Independent Director

Artemis Medicare Services Limited Independent Director


Mr. Karan Bhagat

(DIN: 03247753)

IIFL Wealth Management Limited Managing Director

Nazara Technologies Limited Non-Executive Non-Independent Director (till 04.05.2021)

Mr. Yatin Shah

(DIN: 03231090)



(DIN: 06732021)


Mr. Sandeep Naik (DIN: 02057989)



(DIN: 05242795)


Quess Corp Limited Non-Executive Director, Non-Independent

Mr. Pankaj Vaish

(DIN: 00367424)



The Board has identified the following skills/ expertise/ competence for the effective functioning of the Company which is currently available with the Board:

Names of directors who have such skills / expertise / competence

Skills and Attribute: Strategic Advisor,

Monetary Policy,

Leadership,

Corporate Governance,

Risk and Compliance,

Financial Expertise,

Stakeholder Relationship

Please review the below table

In the table below, the key skills, expertise and competence of the Directors in context of the Company’s business for effective functioning and as available with the Board have been highlighted.

Name of Director Mr. Nirmal

Jain

Mr. Ven-katara-man Ra-jamani

Mr. Nilesh

Vikam-sey

Mr. Sub-bara-

man Na-rayan

Mr. Pankaj Vaish

Mr. Sandeep

Naik

Ms. Geeta

Mathur

Mr. Yatin Shah

Mr. Go-palkris-hanan

Sounda-rajan

Mr. Karan

Bhagat

Mr. Shana-

tanu Rus-togi

Strategic Advisor √ √ √ √ √ √ √ √ √ √ √

Monetary Policy √ √ √ √ √ √ √ √ √ √ √

Leadership √ √ √ √ √ √ √ √ √ √ √

Corporate Governance √ √ √ √ √ √ √ √ √ √ √

Risk and Compliance √ √ √ √ √ √ √ √ √ √ √

Financial Expertise √ √ √ √ √ √ √ √ √ √ √

Stakeholder Relationship √ √ √ √ √ √ √ √ √ √ √

d) Board Level Performance Evaluation:

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of Executive Directors, Non-Executive Directors including Independent Directors (“IDs”) and Board as a Whole.

The criteria for performance evaluation are as under:

For Chairman:

The criteria for evaluation of Chairman, inter alia, include his ability to conduct meetings, ability to elicit inputs from all members, ability to table and openly discuss challenging matters, attendance at meetings, assistance to Board in formulating policies and setting standards, accessibility, ability to analyze strategic situations, ability to project positive image of the Company, compliance with regulatory requirements.

For Managing Director:

The criteria for evaluation of Managing Director,

inter alia, include his ability to lead the organisation, integrating quality and re-engineering, capitalise on opportunities created by economic and technological changes, assistance to Board in formulating policies

and setting standards and following them, accessibility, ability to analyze strategic situations, compliance with regulatory requirements, handling critical situations concerning the group.

For Non-Executive Directors (including Independent Directors):

The criteria for evaluation of Non-Executive Directors,

inter alia, include attendance at the meetings, study of agenda and active participation, contribution to discussions on strategy, participate constructively and actively in committees of the Board, exercise of skills and diligence with due and reasonable care and to bring independent judgment to the Board, ability to bring in best practices from his / her experience, adherence to the code of conduct.

For Board as a whole:

The criteria for evaluation of the Board, inter alia, include composition and diversity, induction programme, team work, performance, culture, risk management and financial controls, integrity, credibility, trustworthiness, active and effective participation by Members.


e) Separate meeting(s) of the Independent Directors:

In compliance with the provisions of the Companies Act, 2013 and Regulation 25 of SEBI Listing Regulations, 2015, a separate meeting of Independent Directors of the Company was held on March 23, 2021, inter alia, to discuss the following:

• To review the performance of Non-Independent Directors and the Board of Directors as a whole;

• To review the performance of the Chairperson of the Company;

• To assess the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Upon the conclusion of the meeting, the Independent Directors expressed their satisfaction over the performance of the other directors and the Board as a whole. They also expressed their satisfaction over the quality, quantity and flow of information between the management and the Board / Committees of the Board from time to time. They suggested certain good practices and the same were placed before the Board of Directors with management comments thereon.

f) Familiarization programme for Independent Directors:

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with the Company’s procedures and practices. Periodic presentations are made at the Board and Committee Meetings, on business and operations of the Company as well as the Group. Quarterly updates on relevant statutory changes are discussed at the Board meetings. The details of such familiarization programmes of the Company may be accessed on the Company’s website at www.iiflwealth.com.

g) Meetings of the Board:

• Frequency: The Board meets at least once a quarter to review the quarterly results and other items of the Agenda. Whenever necessary, additional Board meetings are held. In case of business exigencies or matter of urgency, resolutions are passed by circulations, as permitted by law, which are confirmed in the next Board Meeting.

• Board Meeting Location: The meetings are generally held at the Company’s Registered & Corporate Office. However, due to the ongoing

lock-down because of COVID-19 pandemic and in accordance with the statutory provisions, exemptions and relaxations as provided by Ministry of Corporate Affairs, maximum meetings in the financial year 2020-21 were held through video-conferencing.

• Notice and Agenda circulated in advance: The Company’s Board / Committees are presented with detailed notes, along with the agenda papers which are circulated well in advance of the Meeting. The Company has implemented app, based e-meeting system accessible through secured iPads provided to the Directors and key officials. The agenda, presentation, notes and minutes are made available to the Board and Committee members. The Company Secretary in consultation with the Chairperson of the Board / Committees sets the Agenda for the Board / Committee Meetings. All material information are incorporated in the Agenda for facilitating meaningful and focused discussions at the Meeting. The Board periodically reviews compliance reports of laws applicable to the Company, prepared and placed before the Board by the Management.

Apart from Board Members and the Company Secretary, the Board and Committee Meetings are also attended by the Chief Operating Officer, Chief Financial Officer and wherever required by the Heads of various Functions.

• Other Matters: The senior management team of the Company is advised to schedule its work plans in advance, particularly with regard to matters requiring discussions/ decision with the Board/ Committee Members.

• Presentations by Management: The Board / Committee is given presentations, wherever practicable covering finance, sales, marketing, major business segments and operations of the Company, global business environment including business opportunities, business strategy, risk management practices and operating performance of the Company before taking on record the financial results of the Company.

• Access to employees: The Directors are provided free access to officers and employees of the Company. Whenever any need arises, the Board / Committee Members are at liberty to summon the personnel whose presence and expertise would help the Board to have a full understanding of the matters being considered.


h) Information Placed before Board / Committees:

Among others, information supplied to the Board / Committees includes

• Report on Internal Financial Controls;

• Quarterly Financials on standalone and consolidated basis;

• Review of Policies and periodic updation;

• Annual budgets and plans;

• Performance of the Company and its subsidiaries;

• Risk Mitigation Measures;

• Remuneration of Executive Directors & Senior Management;

• Minutes of the Meetings of the Board and all other Committees of the Board;

• Important updates in subsidiaries;

• Update on litigations, if any;

• Compliance status of any regulatory, statutory nature or listing requirements and shareholders’ service.

i) Minutes of the Meetings: The draft Minutes of the proceedings of the Meetings are circulated amongst the Members of the Board / Committees. Comments and suggestions, if any, received from the Directors are incorporated in the Minutes, in consultation with the Chairperson of the Board. The Minutes are confirmed by the Members and signed by the Chairperson at the next Board / Committee Meetings. All Minute of the Committee Meetings are placed before the Board Meeting for perusal and noting of the Board Members.

j) Post meeting follow-up mechanism: The Company has an effective post meeting follow-up review and reporting process for the decisions taken by the Board and Committees thereof. The important decisions taken at the Board / Committee(s) Meeting(s) which calls for actions to be taken are promptly initiated and wherever required, communicated to the concerned departments/ divisions. The action taken report is placed at the immediately succeeding Meeting of the Board / Committee(s) for information and review by the Board/ Committee(s).

k) Confirmation of Independence: The Board is of the opinion that all the Independent Directors fulfill the conditions specified in SEBI Listing Regulations, 2015 and are independent of the management.

3 AUDIT COMMITTEE

i. The present Audit Committee of your Company comprises three Independent Directors Ms. Geeta Mathur, Mr. Nilesh Vikamsey and Mr. Pankaj Vaish and one Non-Executive Director is Mr. Shantanu Rastogi. Ms. Geeta Mathur, an Independent Director, is the Chairperson of the Committee. All the members of the Audit Committee are financially literate and possess thorough knowledge of the financial services industry.

The scope of the Audit Committee includes the references made under Regulation 18 read with part C of schedule II of SEBI Listing Regulations, 2015 as well as Section 177 and other applicable provisions of the Companies Act, 2013, besides the other terms that may be referred by the Board of Directors. The broad terms of reference of the Audit Committee are:

(i) oversight of the listed entity’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;

(ii) recommendation for appointment, remuneration and terms of appointment of auditors of the Listed Entity;

(iii) approval of payment to statutory auditors for any other services rendered by the statutory auditors;

(iv) reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the Board for approval, with particular reference to:

(a) matters required to be included in the director’s responsibility statement to be included in the board’s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

(b) changes, if any, in accounting policies and practices and reasons for the same;

(c) major accounting entries involving estimates based on the exercise of judgment by management;

(d) significant adjustments made in the financial statements arising out of audit findings;


(e) compliance with listing and other legal requirements relating to financial statements;

(f) disclosure of any related party transactions; and

(g) modified opinion(s) in the draft audit report.

(v) reviewing, with the management, the quarterly financial statements before submission to the board for approval;

(vi) reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

(vii) reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;

(viii) approval or any subsequent modification of transactions of the listed entity with related parties;

(ix) scrutiny of inter-corporate loans and investments;

(x) valuation of undertakings or assets of the listed entity, wherever it is necessary;

(xi) evaluation of internal financial controls and risk management systems;

(xii) reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

(xiii) reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

(xiv) discussion with internal auditors of any significant findings and follow up there on;

(xv) reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control

systems of a material nature and reporting the matter to the Board;

(xvi) discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

(xvii) to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

(xviii) to review the functioning of the whistleblower mechanism;

(xix) approval of appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate;

(xx) to carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modifications as may be applicable;

(xxi) reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision; and

(xxii) mandatorily review the following:

(a) management’s discussion and analysis of financial condition and results of operations;

(b) statement of significant related party transactions (as defined by the Audit Committee), submitted by management;

(c) management letters / letters of internal control weaknesses issued by the statutory auditors;

(d) internal audit reports relating to internal control weaknesses;

(e) the appointment, removal and terms of remuneration of the chief internal auditor; and

(f) statement of deviations:

• quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchanges(s) in terms of Regulation 32(1) of the SEBI Listing Regulations, 2015; and

• annual statement of funds utilised for purpose other than those stated in the offer document /


prospectus in terms of Regulation 32(7) of the SEBI Listing Regulations, 2015.

During the period under review, the Audit Committee of the Company met seven (7) times on June 10, 2020; June 11, 2020; August 13, 2020; August 14, 2020; August 19, 2020; October 27, 2020 and February 1, 2021. The

Meeting held on October 27, 2020 was adjourned on October 28, 2020 and the meeting held on February 1, 2021 was adjourned on February 2, 2021. The necessary quorum was present at all the meetings. The gap between any two Audit Committee Meetings was not more than 120 days.

The details of attendance of Committee Members, during the year ended March 31, 2021, is as follows:

Name of the members Designation Non-Executive/ Executive /Independent

No. of Committee meetings held

Committee meeting attended

Ms. Geeta Mathur Chairperson Independent 07 07

Mr. Nikesh Vikamsey Member Independent 07 07

Mr. Shantanu Rastogi Member Non-Executive 07 07

Mr. Pankaj Vaish Member Independent 07 07

Audit Committee meetings are attended by the Chief Operating Officer of the Company and representatives of Statutory Auditors and Internal Auditors, if required. The Company Secretary acts as the secretary of the Audit Committee.

The Chairperson of the Audit Committee was present at the last Annual General Meeting of the Company held on September 11, 2020.

4 NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee presently comprises of Ms. Geeta Mathur, an Independent Director as the Chairperson of the Committee, Mr. Nilesh Vikamsey, an Independent Director, Mr. Nirmal Jain and Mr. Sandeep Naik as a Non-Executive Director(s) and composition of the committee is as set out in Regulation 19 of SEBI Listing Regulations, 2015 read with Section 178 of the Companies Act, 2013. The terms of reference of the Nomination and Remuneration Committee are broadly as follows:(1) formulation of the criteria for determining

qualifications, positive attributes and independence of a Director, and recommend to the Board a policy, relating to the remuneration of the Directors, Key Managerial Personnel and other employees;

(2) formulation of the criteria for evaluation of performance of Independent Directors and the Board;

(3) devising a policy on Board diversity;

(4) identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the Board their appointment and / or removal;

(5) consider extension or continuation of the term of appointment of the Independent Directors on the basis of the report of performance evaluation of Independent Directors;

(6) recommendation to the Board, all remuneration, in whatever form, payable to senior management;

(7) specifying the manner for effective evaluation of performance of Board, its committees and individual Directors and review its implementation and compliance;

(8) recommend / review remuneration of the Managing Director(s) and Whole- Time Director(s) based on their performance and defined assessment criteria;

(9) administer, monitor and formulate detailed terms and conditions of the employees’ stock option schemes;

(10) annual performance evaluation of the Committee;

(11) review the information on recruitment and remuneration of senior officers just below the level of Board of Directors, including appointment or removal of Chief Financial Officer and the Company Secretary; and

(12) to carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification as may be applicable.

During the year under review, the Nomination and Remuneration Committee of the Company met two (2) times on June 10, 2020 and October 23, 2020. The necessary quorum was present at all the meetings.



Name of the members Designation Non-Executive/ Executive/ Independent

No. of committee meetings held

Committee meetings attended

Ms. Geeta Mathur Chairperson Independent 2 2

Mr. Nilesh Vikamsey Member Independent 2 2

Mr. Nirmal Jain Member Non-Executive 2 2

Mr. Sandeep Naik Member Non-Executive 2 2

The Company Secretary of the Company acts as the secretary of the Committee.

The Chairperson of the Committee was present at the last Annual General Meeting of the Company held on September 11, 2020.

The Board of Directors of the Company has approved Nomination & Remuneration Policy of the Company, which sets out the guiding principles for appointment & remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.

The Nomination & Remuneration Policy during FY 20-21 forms part of the Directors Report, annexed as Annexure I. The details of the remuneration paid to the Directors is as follows:

(a) Details of Remuneration paid to Directors during FY 2020-21 and details of number of shares and convertible instruments held by Directors as on March 31, 2021 are as under:

Name of the Director Designation Salary and perquisite

(In `)

*Commission(In `)

Sitting Fees(In `)

Contribution to PF and

other funds

Stock options (In Quantity)

No. of equity

shares held

Mr. Nirmal Jain Non-Executive Director

- - - - - 62,28,856



- - - - - 13,49,204

Ms. Geeta Mathur Independent Director

- 10,00,000 10,75,000 - - -

Mr. Nilesh Vikamsey Independent Director

- 10,00,000 11,75,000 - - 23,571



- 5,00,000 3,70,000 - - -

Mr. Pankaj Vaish Independent Director

- 10,00,000 8,70,000 - - -

Mr. Karan Bhagat Managing Director 4,71,74,207 - - 23,99,168 - 2,45,911

Mr. Yatin Shah Non-Executive Director

- - - Nil - 33,56,490

Mr. Shantanu Rastogi Nominee Director - - - - - -

Mr. Sandeep Naik Nominee Director - - - - - -



- - - - - -

*Commission pertains to FY 20-21

(b) Remuneration to Non-Executive Director / Independent Directors:

During the year under review, from October 1, 2020, the Independent Directors were paid ` 1,00,000/- (Rupees One Lakh only) towards sitting fees for attending each of the Board Meeting and Audit Committee Meeting and ` 50,000/- (Rupees Fifty Thousand) towards sitting fees for attending each of the other Committee meetings plus the reimbursement directly related to the actual travel and out-of-pocket expenses, if any, incurred by them.

The Independent Directors were paid sitting fees of ` 50,000/- (Rupees Fifty Thousand only) for attending the Independent Directors Meeting. The Company has not granted any Employee Stock Options to the Independent Directors. There are no pecuniary relationships or transaction of the Non-Executive Directors with the Company.


Prior to October 1, 2020, the Independent Directors were paid sitting fees of ` 50,000 (Rupees Fifty Thousand) for attending each of the Board Meeting and Audit Committee Meeting and 15,000/- (Rupees Fifteen Thousand) towards sitting fees for attending each of the other Committee meetings.

The Company has obtained a Directors and Officers Liabilities Insurance policy covering all Directors and Officers of the Company in respect of any legal action that might be initiated against any Director or Officer of the Company.

5 STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of your Company was constituted on May 14, 2019, and currently comprises of Mr. Venkataraman Rajamani, Non-Executive Director and Chairperson of the Committee, Mr. Pankaj Vaish, Independent Director and Mr. Yatin Shah, Non-Executive Director.

During the year, Ms. Geeta Mathur stepped down from the Committee Membership of Stakeholders Relationship Committee w.e.f December 16, 2020 and Mr. Pankaj Vaish, Independent Director, was appointed as a Member of the Committee by the Board of Directors Committee w.e.f February 2, 2021.

The Committee met once during the FY 2020-21, on March 23, 2021. The necessary quorum was present at the meeting.

There was one complaint received by the Company during the year.

The name, designation and address of Compliance Officer of the Company is as under:

Name and designation: Mr. Amit Bhandari, Company Secretary & Compliance Officer

Corporate Office Address: IIFL Centre, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai – 400013

Contacts: Tel: +91 22 39585600E-mail: [email protected]

The Company Secretary of the Company acts as Secretary of the Committee.





Mr. Venkataraman Rajamani Chairperson Non-Executive Director 1 1

Mr. Pankaj Vaish Member Independent Director 1 1

Mr. Yatin Shah Member Non-Executive Director 1 0

6 CORPORATE SOCIAL RESPONSIBILITY COMMITTE

The Corporate Social Responsibility Committee (“CSR Committee”) comprises of Mr. Nilesh Vikamsey, Independent Director, Mr. Nirmal Jain, Non-Executive Director, Mr. Karan Bhagat, Managing Director & Chairperson of the Committee and Mr. Sandeep Naik, Non-Executive Director.

During the year under review, the Corporate Social Responsibility Committee of the Company met three (3) times on June 11, 2020, November 25, 2020 and March 23, 2021. The necessary quorum was present at all the meetings.





Mr. Karan Bhagat Chairperson Managing Director 3 2

Mr. Nilesh Vikamsey Member Independent Director 3 3

Mr. Nirmal Jain Member Non-Executive Director 3 2

Mr. Sandeep Naik Member Non-Executive Director 3 3


7 RISK MANAGEMENT COMMITTEE:

Risk Management Committee comprises of Mr. Venkataraman Rajamani, Non-Executive Director, Ms. Geeta Mathur, Independent Director, Mr. Karan Bhagat, Managing Director, Mr. Shantanu Rastogi, Non-Executive Director and Chairperson of the Committee and Mr. Nilesh Vikamsey, Independent Director.

The objective of the Risk Management Committee is to oversee the risk management governance structure, define and review the framework for identification, assessment, monitoring, mitigation and reporting of risks.

During the year under review, the Risk Management Committee of the Company met eight (8) times on June 10, 2020; July 4, 2020; July 15, 2020; August 4, 2020; September 1, 2020; September 24, 2020; October 23, 2020 and February 1, 2021. The necessary quorum was present at all the meetings.




Committee meetings attended

Mr. Shantanu Rastogi Chairperson Non-Executive Director 8 8

Mr. Venkataraman Rajamani Member Non-Executive Director 8 8

Mr. Karan Bhagat Member Managing Director 8 8

Mr. Nilesh Vikamsey Member Independent Director 8 8

Ms. Geeta Mathur Member Independent Director 8 8

The Company Secretary of the Company acts as secretary of the Committee.

8 PERIODIC REVIEW OF COMPLIANCES OF ALL APPLICABLE LAWS

Your Company follows a system whereby all the acts, rules and regulations applicable to your Company are identified and compliance with such acts, rules and regulations is monitored by dedicated team on a regular basis. Verification of the compliances with the major acts/regulations is carried out by internal/ secretarial auditors and their reports and implementation of their observations are reported to the Board/Audit Committee. In addition, the audit and verification plan and actual status thereof are reviewed by the Board/Audit Committee periodically. A consolidated compliance certificate based on the compliance status received in respect of various laws, rules and regulations applicable to your Company is placed before the Board on regular basis and reviewed by the Board. Necessary reports are also submitted to the various regulatory authorities as per the requirements from time to time.

9 GENERAL BODY MEETINGS

The following table gives the details of the last three Annual General Meetings of the Company:

Date of AGM Location Time Whether any special resolutions passed

September 11, 2020 Through Video Conferencing 11.00 a.m. Yes.3 special resolutions were passed

September 30, 2019 Hall of Harmony, Nehru Center, Dr. Annie Besant Road, Worli, Mumbai – 400018.

12 Noon Yes.8 special resolutions were passed.

July 20, 2018 IIFL Centre, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai – 400013

1.00 p.m. Yes. 2 special resolutions were passed.

Details of resolutions passed through postal ballot during Financial Year 2020-21 and details of the voting pattern:

There were two postal ballot(s) conducted by the Company during the FY 2020-21 and the details of the postal ballot(s) are provided as below:

(i) The Company sought the approval of shareholders through notice of postal ballot dated October 28, 2020, which was duly passed vide resolution dated December 4, 2020 and the result of which was announced on same day. Mr. Nilesh J Shah, Practicing Company Secretaries, was appointed as the Scrutinizer to scrutinize the postal ballot and remote e-voting process in a fair and transparent manner.


(ii) The Company sought the approval of shareholders through notice of postal ballot dated March 12, 2021, which was duly passed vide resolution dated April 18, 2021 and the result of which was announced on same day. Mr. Nilesh J Shah, Practising Company Secretaries, was appointed as the Scrutinizer to scrutinize the postal ballot and remote e-voting process in a fair and transparent manner.

(a) Details of Postal Ballot dated October 28, 2020:

Date of Postal Ballot Notice: October 28, 2020

Date of Declaration of Result: December 5, 2020

Voting Period: November 5, 2020 to December 4, 2020

Date of Approval: December 4, 2020

Special Resolution(s) No. of Votes Polled

No. of Votes cast in favor

No. of Votes cast against

% of votes cast in favor on

votes polled

% of votes cast against on

votes polled

Issue of Non-Convertible Debentures on Private Placement basis

4,20,32,972 4,20,32,857 115 99.999 0.0003

(b) Details of Postal Ballot dated March 12, 2021

Date of Postal Ballot Notice: March 12, 2021

Date of Declaration of Result: April 19, 2021

Voting Period: March 20, 2021 to April 18, 2021

Date of Approval: April 18, 2021

Special Resolution(s) No. of Votes Polled

No. of Votes cast in favor

No. of votes cast against

% of votes cast in favor on

votes polled

% of votes cast against on

votes polled

To approve IIFL Wealth Employee Stock Option Scheme 2021 (“IIFLWESOP2021”) and grant of Employee Stock Options to the Employees of the Company under the Scheme.

6,93,41,551 6,28,60,228 64,81,323 90.65 9.35

To grant Stock Options to the employees of the Subsidiary Company(ies) (present and/orfuture) under the IIFL Wealth Employee Stock Option Scheme 2021

6,93,41,551 6,28,60,198 64,81,353 90.65 9.35

Procedure for Postal Ballot

In compliance with Sections 108 and 110 and other applicable provisions of the Companies Act, 2013, read with the related rules, General Circular Nos. 14/2020 and 17/2020 dated April 8, 2020, April 13, 2020 and General Circular No. 39/2020 dated December 31, 2020 (the “MCA Circulars”) respectively, issued by the Ministry of Corporate Affairs (MCA), the Company provided electronic voting (e-voting) facility, to all its Members. For this purpose, the Company had engaged the services of Central Depository Services (India) Limited.

The Notices of Postal Ballot were sent in electronic mode only to all those Members who had registered their e-mail addresses with the Company or Depository Participant/ Depository/Link Intime India Private Limited. Further, the Members had the option to vote only through remote e-voting and voting through physical ballot papers was not provided.

The Company had also published a notices in the newspaper declaring the details and requirements for postal ballot as mandated by the Act and applicable rules post circulation of postal ballot notices to all the shareholders.


Voting right was reckoned on the paid-up value of shares registered in the name of the Members as on the respective cut- off dates.

The scrutiniser completed their scrutiny and submitted the report to the Chairperson/Managing Director and the consolidated results of the voting were announced by the Chairperson/Authorised Officer.

The results of the respective Postal Ballots were also displayed on the Company’s website www.iiflwealth.com besides being communicated to the Stock Exchanges, Depositories and Registrar and Share Transfer Agent.

10 DISCLOSURES

(i) Disclosure on materially significant related party transactions that may have potential conflict with the interest of company at large:

The Company has put in place a policy for Related Party Transactions (RPT Policy) which has been approved by the Board of Directors, which is displayed on your Company’s website, i.e. www.iiflwealth.com. The Policy provides for identification of related party transactions, necessary approvals by the Audit Committee/Board/Shareholders, reporting and disclosure requirements, as applicable, in compliance with the Companies Act, 2013 and SEBI Listing Regulations, 2015.

All related party transactions that were entered during the financial year were in ordinary course of the business of the Company and all the related party transactions were on arms’ length basis. All such related party transactions were placed before the Audit Committee for approval, wherever applicable.

(ii) Details of non-compliance

No strictures/ penalties were imposed on your Company by Stock Exchanges or by the Securities and Exchange Board of India or by any statutory authority on any matter related to the securities markets during the financial year 2020-21.

(i) Details of establishment of Whistleblower Policy and Vigil Mechanism:

The Company has adopted a Vigil Mechanism and whistleblower Policy on June 25, 2019 and has established the necessary vigil mechanism for employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct. The Policy also provides for adequate safeguard against victimization of the whistleblower who avails of

such mechanism and provides for the access to the Chairperson of the Audit Committee.

None of the whistleblower has been denied access to the Audit Committee.

(ii) Prevention of Insider Trading

In January 2015, SEBI notified the SEBI (Prohibition of Insider Trading) Regulations, 2015, that came into effect from May 15, 2015. Pursuant thereof, the Company as a listed company and market intermediary has formulated and adopted a new code for prevention of insider trading incorporating the requirements in accordance with the aforesaid regulations, clarifications and circulars and the same are updated as and when required.

All the Board of Directors, designated employees and connected persons have affirmed compliance with the Code.

(iii) Compliance with Mandatory and Non-Mandatory Provision

Your Company has adhered to all the mandatory requirements of Corporate Governance norms as prescribed under SEBI Listing Regulations, 2015 to the extent applicable to the Company.

The Company has also implemented some of the discretionary requirements, such as direct reporting by the Internal Auditor to the Audit Committee.

(iv) Details of utilization of funds raised through preferential allotment or qualified institutional placement as specified under Regulation 32(7A):

During the financial year 2020-21, the Company has not raised any funds through preferential allotment or qualified institutional placement.

(v) Disclosure of accounting treatment

There was no deviation in following the treatments prescribed in any of Accounting Standards (AS) in preparation of the financial statements of your Company.

(vi) Policy on material subsidiary

The Company’s policies on determining ‘material’ subsidiaries and determination of materiality of events or information are available on the Company’s website viz. URL: www.iiflwealth.com.


(vii) Relationship with other Directors

None of the Directors are related to any other Director.

(viii) Details of Unclaimed Dividend/Shares of the Company

There are no unclaimed shares of the Company as on March 31, 2021, except 3,669 unclaimed shares which were allotted pursuant to composite scheme of demerger.

(ix) Certificate from Company Secretary in practice

The Company has obtained a certificate from M/s. Jayaram U. Poojari, Company Secretary in practice confirming that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by SEBI/Ministry of Corporate Affairs or any such statutory authority and is enclosed with this Report as Annexure A.

(x) Disclosure under Sexual Harassment

The relevant disclosures in relation to the number of complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, have been mentioned in the Directors’ Report of the Company and are reproduced below.

Particulars No. of Complaints

Number of complaints filed during the financial year 2020-21

Nil

Number of complaints disposed ofduring the financial year 2020-21

Nil

Number of complaints pending as on end of the financial year 2020-21

Nil

(xi) Statutory Auditor and Audit Fees

Total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to the statutory auditor and all entities in the network firm/network entity of which the statutory auditor is a part, are as follows:

` in Millions

Type of Service Financial Year 2020-21*

Audit Fees ` 18.20

Tax Audit Fees -

Others ` 1.89

Total ` 20.09

* Includes audit and audit-related services on the consolidated basis.

During the year, the Board has accepted all the recommendations made by the Audit Committee(s) and there were no such instances where the Board has not accepted recommendations made by any of the Committee of the Board.

11 MEANS OF COMMUNICATION TO THE STAKEHOLDERS

The primary source of information to shareholders, customers, analysts and other stakeholders of your Company and to public at large is through the website of your Company www.iiflwealth.com. The Annual Report, quarterly results, shareholding pattern, material events, corporate actions, copies of press releases, schedule of analysts/investor meets, among others, are regularly sent to Stock Exchanges and uploaded on the Company’s website. Quarterly/annual financial results are regularly submitted to the Stock Exchanges in accordance with the SEBI Listing Regulations, 2015.

The Board of Directors has approved a policy for determining materiality of events for the purpose of making disclosure to the stock exchange.

All the disclosures made to the stock exchanges are also available on the Company’s website at www.iiflwealth.com.

The quarterly and annual results of your Company are published in the Free Press Journal, Financial Express and Navshakti & Loksatta which are widely circulated. Your Company also regularly makes presentation to the analyst in their meetings held from time to time, transcripts of which are uploaded on your Company’s website. The schedule of analyst meets/Institutional Investors meets are also informed to the public through the Stock Exchanges.


12 GENERAL SHAREHOLDERS’ INFORMATION

1. Annual General Meeting To be held on September 14, 2021, through VC / OAVM, without the physical presence of the Members at a common venue.

2. Financial calendar

(2020-21)

April 1, 2020 to March 31, 2021

Results for the quarter ended June 30, 2020 - were approved on August 14, 2020

Results for the quarter ended September 30, 2020 – were approved on October 28, 2020

Results for the quarter ended December 31, 2020 – were approved on February 2, 2021

Results for the quarter and year ended March 31, 2021 – were approved on May 18, 2021

3. Book closure date Friday, September 10, 2021 to Tuesday, September 14, 2021

4. Dividend During the period under review, your Company has twice declared the interim dividends. ` 40/- per share on August 19, 2020 and ` 30/- per share on February 2, 2021, with face value ` 2/- per share.

5. Listing of equity shares on stock exchanges at

National Stock Exchange of India Limited Exchange Plaza, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra (E) Mumbai-400 051

BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai-400001

The listing fees for the FY 2020-21 have been paid to the aforesaid Stock Exchanges.

6. Stock code National Stock Exchange of India Limited – IIFLWAM

BSE Limited – 542772

7. ISIN numbers in NSDL and CDSL for equity shares

INE466L01020

8. Registrar & Transfer Agent

Link Intime India Private Limited

C-101, 247, Lal Bahadur Shastri Marg, Gandhi Nagar, Vikhroli (West), Mumbai -400083.

Tel: 022-49186000 Email: [email protected]

9. Share transfer system Your Company’s shares are compulsorily traded in dematerialized form. In case of transfers in physical form, which are lodged at the Registrar and Transfer Agent’s Office, these are processed within a period of 15 days from the date of receipt.

All share transfers and other share related issues are approved in the Stakeholders Relationship Committee Meeting, which is normally convened as and when required.

10. Dematerialization of shares

As on March 31, 2021, 99.96 % of the paid-up share capital of the Company was in dematerialized form. Trading in equity shares of the Company is permitted only in dematerialized form through CDSL and NSDL as per notifications issued by the Securities and Exchange Board of India.

11. Correspondence for d e m a t e r i a l i z a t i o n , transfer of shares, non –receipt of dividend on shares and any other query relating to the shares of the Company

Link Intime Private Limited

C-101, 247, Lal Bahadur Shastri Marg, Gandhi Nagar, Vikhroli West, Mumbai, Maharashtra 400083.

Contact Person: Ms. Sharmila Amin

Tel: 022-49186000


12. Any query on Annual Report contact at corporate office

Mr. Amit Bhandari, Company Secretary and Compliance Officer

IIFL Centre, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai – 400013

Email: [email protected]

13. List of all credit ratings obtained by the entity along with any revisions thereto during the relevant financial year, for all debt instruments of such entity or any fixed deposit programme or any scheme or proposal of the listed entity involving mobilization of funds, whether in India or abroad

Rating for ` 200 crore Commercial Paper (CP) is ICRA A1+.

Rating for ` 100 crore unsecured Non- Convertible Debentures is ICRA AA.

Rating for ` 300 crore secured Non- Convertible Debenture is ICRA AA.

14. Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on equity

The Company does not have any outstanding GDRs/ADRs/Warrants as on date.

13 SHAREHOLDING PATTERN

Categories of equity shareholders as on March 31, 2021:

Category Number of equity shares held

Percentage of holding

Clearing Members 18,781 0.02

Other Bodies Corporate 6,93,328 0.79

Foreign Company 3,40,61,239 38.76

Hindu Undivided Family 38,688 0.04

Mutual Funds 13,21,514 1.50

Foreign Nationals 21,214 0.02

Non Resident Indians (Non Repatriable) 92,639 0.11

Non Resident Indians 20,85,982 2.37

Public 75,25,283 8.55

Promoters 2,01,46,136 22.92

Trusts 451 0.05

Insurance Companies 3,00,000 0.34

**Foreign Portfolio Investors (Corporate) 2,12,69,527 24.20

Alternate Investment Funds 1,67,439 0.19

NBFCs registered with RBI 170 0.00

TOTAL : 8,78,82,770 100.00

Note: ** In order to comply with the terms of the SEBI (Mutual Funds) (Amendment) Regulations, 2018, dated March 13, 2018, FIH Mauritius Investments Limited and HWIC Asia Fund (Class A Shares) have collectively restricted their voting rights in the Company to 9.99% to ensure that the net effective shareholding and voting rights of Fairfax Financial Holdings Limited in IIFL Asset Management Limited and IIFL Trustee Limited (wholly owned subsidiaries) is less than 10% of the voting rights and equity share capital of IIFL Asset Management Limited and IIFL Trustee Limited.


14 DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2021

The distribution of shareholders as on March 31, 2021, is as follows:

Sr. No.

Shares Range Number of Shareholders

% of total shareholders

Total shares for the range

% of issued capital

1 1 to 500 20,362 95.94 8,17,385 0.93

2 501 to 1000 253 1.19 1,84,447 0.21

3 1001 to 2000 184 0.87 2,70,426 0.31

4 2001 to 3000 68 0.32 1,66,254 0.19

5 3001 to 4000 44 0.21 1,54,698 0.17

6 4001 to 5000 30 0.14 1,35,713 0.15

7 5001 to 10000 72 0.34 5,33,736 0.61

8 10,001 and more 212 0.99 8,56,20,111 97.43

Total 21,225 100.00 8,78,82,770 100.00

15 MARKET PRICE DATA

Table below gives the monthly high and low quotations of shares traded at BSE Limited and the National Stock Exchange of India Limited for the financial year 2020-2021:

Month BSE NSEHigh Low Volume High Low Volume

April 2020 1,101.95 857.45 1,20,27,919 1024.85 876.05 2,61,845May 2020 1,040.00 810.00 24,51,950 917.30 828.15 1,30,017June 2020 1,194.80 843.50 6,17,19,956 1085.95 877.05 5,92,782

July 2020 1,100.00 914.00 2,61,66,898 1070.25 947.01 4,32,854August 2020 1,180.40 998.20 2,21,38,214 1,145.55 1,000.20 5,46,551September 2020 1,047.40 922.55 41,87,45,629 1020.30 947.75 14,78,635October 2020 1,000.00 880.00 1,29,27,520 989.85 897.10 7,39,652November 2020 1,025.00 885.00 4,62,87,621 1015.65 897.65 9,83,414December 2020 1,087.85 960.55 1,89,85,304 1064.60 983.45 6,22,747January 2021 1,172.00 990.00 1,07,59,14,524 1,086.35 1,001.05 8,59,581February 2021 1,346.35 1,015.00 5,08,15,148 1,241.85 1,042.05 12,81,796March 2021 1,261.30 1,144.10 1,55,31,669 1,23,940 1,161.30 6,19,802

STOCK PERFORMANCE vs S&P BSE AND NSE NIFTY 50

The performance of your Company’s shares relative to the S&P BSE Sensex index is given in the chart below:

23000

28000

33000

38000

43000

48000

53000

58000

600

700

800

900

1000

1100

1200

1300

1400

BS

E C

losi

ng

(P

oin

ts)

IIF

LWA

M c

losi

ng

pri

ce `

IIFLWAM on BSE SENSEX BSE

Ap

r-20

Ma

y-20

Ma

y-20

Jun

-20

Jul-

20

Au

g-2

0

Sep

-20

Oct

-20

No

v-20

Dec

-20

Jan

-21

Feb

-21

Ma

r-21


The performance of your Company’s shares relative to the Nifty 50 index is given in the chart below:

IIFLWAM on NSE NIFTY 50

6000

7000

8000

9000

10000

11000

12000

13000

14000

15000

16000

180.00

380.00

580.00

780.00

980.00

1,180.00

1,380.00

Ap

r-20

Ma

y-20

Ma

y-20

Jun

-20

Jul-

20

Au

g-2

0

Sep

-20

Oct

-20

No

v-20

Dec

-20

Jan

-21

Feb

-21

Ma

r-21

IIF

LWA

M C

losi

ng

Pri

ce `

Nif

ty C

losi

ng

(P

oin

ts)

16 SUBSIDIARY COMPANIES

During the year IIFL Wealth Prime Limited, formerly known as IIFL Wealth Finance Limited, wholly owned subsidiary of the Company has acquired IIFL Wealth Capital Markets Limited (formerly known as L&T Capital Markets Limited) on April 24, 2020.

Your Company has a system of placing the minutes of the Board/Audit Committee and statements of all the significant transactions/developments of the unlisted subsidiary companies at the Meeting of Board of Directors of Company.

17 CEO/CFO CERTIFICATE

The CEO & CFO certificate required under SEBI Listing Regulations, 2015 is annexed to this Report as an Annexure B.

18 CODE OF CONDUCT

The confirmation from the Managing Director regarding compliance with the Code of Conduct by all the Board Members and Senior Management forms part of the Report. The Code of Conduct is displayed on the website of the Company at www.iiflwealth.com.

19 COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES:

Your Company actively monitors the foreign exchange movements and takes forward/options covers as appropriate to reduce the risks associated with transactions in foreign currencies.

The Company has not taken any exposure in commodity hedging activities.

For and on behalf of the Board

Karan Bhagat Yatin ShahManaging Director DirectorDIN: 03247753 DIN: 03231090

Place: Mumbai Date: May 18, 2021


Annexure AWe have examined the compliance of provisions of the aforesaid clause 10 (i) of the Part C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and to the best of our information and according to the explanations/ confirmation given to us by IIFL Wealth Management Limited (CIN: L74140MH2008PLC177884) having its registered office at IIFL Centre, Kamala City Senapati Bapat Marg, Lower Parel, Mumbai – 400013 (“Company”) and the declarations made by the Directors, we hereby certify that none of the Directors of the Company as stated below for the financial year ending March 31, 2021, have been debarred or disqualified from being appointed or continuing as Directors of the Company by SEBI/ Ministry of Corporate Affairs.

Sr No.

Name of Director DIN Date of Appointment*

1 Nirmal Bhanwarlal Jain 00010535 17/01/2008

2 Venkataraman Rajamani 00011919 17/01/2008

3 Nilesh Shivji Vikamsey 00031213 21/05/2013

4 Subbaraman Narayan 00094081 25/06/2019

5 Pankaj Vaish 00367424 22/01/2020

6 Sandeep Achyut Naik 02057989 25/02/2016

7 Geeta Mathur 02139552 03/03/2015

8 Yatin Shah 03231090 27/09/2010

9 Karan Bhagat 03247753 27/09/2010

10 Gopalakrishnan Soundarajan 05242795 22/01/2020

11 Shantanu Rastogi 06732021 25/02/2016

*the date of appointment is as per the MCA Portal.

Ensuring the eligibility for the appointment/continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For J U Poojari & AssociatesPractising Company Secretaries

J. U. POOJARIFCS: 8102 CP: 8187

Mumbai, May 18, 2021 UDIN: F008102C000341701


Annexure BChief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification under SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015

To,

The Board of DirectorsIIFL Wealth Management Limited

We certify that;

(a) We have reviewed the financial statements and the cash flow statement of IIFL Wealth Management Limited for the year ended March 31, 2021 and that to the best of our knowledge and belief:

(i) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

(ii) These statements together present a true and fair view of the Company’s affairs and are in compliance with the existing accounting standards, applicable laws and regulations.

(a) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company’s code of conduct.

(b) We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the effectiveness of Company’s internal control systems pertaining to financial reporting. We have not come across any deficiencies in the design or operation of such internal controls.

(c) We have indicated to the Auditors and the Audit Committee:

(i) Significant changes in internal control during the year;

(ii) that there are no significant changes in accounting policies during the year;

(iii) that there are no instances of significant fraud of which we have become aware.

Karan Bhagat Mihir NanavatiManaging Director Chief Financial Officer DIN: 03247753


Declaration on Compliance with the Code of Conduct

This is to confirm that the Company has adopted a Code of Conduct for its board members and the senior management and the same is available on the Company’s website. I confirm that the Company has in respect of financial year ended March 31, 2021, received from the senior management personnel of the Company and the Members of the Board, a declaration of compliance with the Code of Conduct as applicable to them.

For IIFL Wealth Management Limited

Karan Bhagat Managing Director

DIN: 03247753Place: Mumbai Date: May 18, 2021


CERTIFICATE ON CORPORATE GOVERNANCETo, The Members,IIFL Wealth Management Limited

We have examined the compliance of conditions of Corporate Governance by IIFL Wealth Management Limited (hereinafter referred as “Company”) for the financial year ended March 31, 2021, as prescribed under Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paras C, D and E of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as “Listing Regulations”).

We state that compliance of conditions of Corporate Governance is the responsibility of the management, and our examination was limited to procedures and implementation thereof adopted by the Company for ensuring compliance with conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion, and to the best of our information and according to our examination of the relevant records and the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as prescribed under Listing Regulations.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

This certificate is issued solely for the purposes of complying with Listing Regulations and may not be suitable for any other purpose.

Note: Due to lockdown under COVID-19, Certification on this Corporate Governance Report is done on the basis of documents made available to us in electronic form (i.e. scanned copies vide e-mail) by the Secretarial Team of the Company and such documents will be verified physically after the lockdown is lifted.

For Mehta & Mehta,Company Secretaries

(ICSI Unique Code P1996MH007500)

Dipti Mehta PartnerFCS No: 3667CP No.: 23905

Place: MumbaiDate: May 18, 2021UDIN: F003667C000340872


Business Responsibility Report (BRR)[As per Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

INTRODUCTION

The Company’s Business Responsibility Report (BRR) for FY 2020-21 encapsulates the commitment of IIFL Wealth & Asset Management Group in conducting its businesses in an economically, socially and environmentally sustainable manner while balancing the demands of shareholders and other stakeholders.

The disclosures in this report have been guided by the nine principles as per the National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business that were released by the Ministry of Corporate Affairs, Government of India, in 2011 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (“Listing Regulations, 2015”).

Section A - GENERAL INFORMATION ABOUT THE COMPANY

Sr. No.

Particulars Reply

1. Corporate Identity Number (CIN) L74140MH2008PLC177884

2. Name of the Company IIFL Wealth Management Limited

3. Registered Office and Corporate Office IIFL Centre, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai, Maharashtra- 400 013

4. Website www.iiflwealth.com

5. E-mail Id [email protected]

6. Financial Year reported April 1, 2020 to March 31, 2021

7. Sector(s) that the Company is engaged in (industrial activity code-wise)

National Industrial Classification 2008 code: 66190 Distribution fees, Commission and related Income

8. List three key products/ services that the Company manufactures/ provides (as in Balance Sheet)

IIFL Wealth is offering, Wealth Management Services inter alia comprising of distribution of financial products, portfolio management services, advisory services and merchant banking services.

9. Total number of locations where business activity is undertaken by the Company

(a) Number of International Locations (Provide details of major 5)

The Company has subsidiaries in following overseas jurisdictions, where business activity is undertaken:

(i) Canada; (ii) Mauritius; (iii) Singapore; and (iv) Dubai

(b) Number of National Locations The Company has its Registered and Corporate Office at Mumbai in the state of Maharashtra and it has pan- India presence through a network of branches.

10. Markets served by the Company - Local/ State/ National/ International

The Company serves its customers at pan- India level and also served at several countries like Canada, Mauritius, and Dubai through its subsidiaries.

Section B - FINANCIAL DETAILS OF THE COMPANY

1. Paid-up Capital (As on 31st March, 2021) ` 175.77 Millions

2. Total Turnover Consolidated: ` 16,590.20 MillionsStandalone: ` 7667.61 Millions

3. Total Profit after Taxes Consolidated: ` 3,691.92 MillionsStandalone : ` 6,403.70 Millions

4. Total Spending on Corporate Social Responsibility (CSR) as percentage of profit after tax (%)

Please refer Annual Report on CSR activities annexed to Directors’ Report

5 List of activities in which expenditure in 4 above has been incurred

Please refer Annual Report on CSR activities annexed to Directors’ Report


Section C - OTHER DETAILS

1. Does the Company have any Subsidiary Company/Companies?

Yes, please refer para no. 9 of Directors Report for detailed information.

2. Do the Subsidiary Company/ Companies participate in the BR Initiatives of the Parent Company? If yes, then indicate the number of such Subsidiary Company(s)

Yes, the entire IIFL Wealth Group participates in BR initiatives, through the IIFLW CSR Foundation, a Section 8 Company incorporated under the Companies Act, 2013, set up by IIFL Wealth Group which acts as a principal arm to undertake CSR initiatives on behalf of the Company and its subsidiaries.

3. Do any other entity/entities (e.g. suppliers, distributors, etc.) that the Company does business with, participate in the BR initiatives of the Company? If yes, then indicate the percentage of such entity/entities? [Less than 30%, 30-60%, More than 60%]

The Company endeavors to encourage its service providers (wherever possible) to participate in the initiatives towards business responsibility and to adopt practices which would help them to carry out business in a fair and responsible.

Section D - BUSINESS RESPONSIBILITY INFORMATION

1. Details of Director/Directors responsible for BR

a. Details of Director/Directors responsible for implementation of the BR policy/policies

Sr. No. Particulars Details

1. DIN 03247753

2. Name Mr. Karan Bhagat

3. Designation Managing Director

b. Details of the BR Head

Sr. No. Particulars Details

1. DIN (If Applicable) 03247753

2. Name Mr. Karan Bhagat

3. Designation Managing Director

4. Telephone Number +91 22 4876 5600

5. E-Mail ID [email protected]

2. Principle-wise (as per NVGs) BR policy/policies

a) Details of Compliance (Reply in Y/N)

National Voluntary Guidelines (NVGs) on social, environmental and economic responsibilities of business prescribed by the Ministry of Corporate Affairs advocates the nine principles detailed below:

P1 - Businesses should conduct and govern themselves with Ethics, Transparency and Accountability

P2 - Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle

P3 - Businesses should promote the wellbeing of all employees

P4 - Businesses should respect the interests of, and be responsive towards stakeholders, especially those who are disadvantaged, vulnerable and marginalized

P5 - Businesses should respect and promote human rights

P6 - Business should respect, protect, and make efforts to restore the environment


P7 - Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner

P8 - Businesses should support inclusive growth and equitable development

P9 - Businesses should engage with and provide value to their customers and consumers in a responsible manner

The principle-wise responses are as follows:

Sr. No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9

1. Do you have a policy/policies for Y Y Y Y Y Y NA Y Y

2. Has the policy being formulated in consultation with the relevant Stakeholders?

Y Y Y Y Y Y - Y Y

3. Does the policy conform to any national/ international standards? If yes, specify? (50 words)

Y Y Y Y Y Y - Y Y

The Company’s Business Responsibility policies abide by the spirit and content of Code of Conduct, all applicable Laws and Standards. The policies are framed to comply with applicable Regulatory requirements.

4. Has the policy been approved by the Board?

If yes, has it been signed by MD/ Owner/ CEO/ appropriate Board of Director?

Y Y Y Y Y Y - Y Y

5. Does the Company have a specified Committee of the Board/ Director/ Official to oversee the implementation of the policy?

Y Y Y Y Y Y - Y Y

6. Indicate the link for the policy to be viewed online?

As per regulatory requirements the policies of the Company have been uploaded on the website of the Company i.e. www.iiflwealth.com

7. Has the policy been formally communicated to all relevant internal and external stakeholders?

Y Y Y Y Y Y - Y Y

8. Does the Company have in-house structure to implement the policy/policies?

Y Y Y Y Y Y - Y Y

9. Does the Company have a grievance redressal mechanism related to the policy/policies to address stakeholders’ grievances related to the policy/policies?

Y Y Y Y Y Y - Y Y

10. Has the Company carried out independent audit/ evaluation of the working of this policy by an internal or external agency?

Y Y Y Y Y Y - Y Y

Notes:

P1 Sr. No. 3 - The Company has in place Code of Conduct of Board of Directors and Senior Management Personnel and other policies which are based on guidelines and key indicators prescribed under rules and regulations of SEBI/ IRDAI and as per Companies Act, 2013. The internal policies and documents are accessible only to employees of the organization and made available through IIFLW Intranet.

P2 The Company complies with regulations governing its products and services and has taken initiatives to promote inclusive growth and environmental sustainability. The Company has a Corporate Social Responsibility Policy which is available on the website of the Company i.e. www.iiflwealth.com. The initiatives undertaken by IIFLW CSR Foundation.

P3 Sr. No. 3- The Company has adopted various employee oriented policies covering areas such as employee benefits, Whistleblower Policy, Prevention Of Sexual Harassment Policy and code of conduct for employees at the workplace as per applicable laws.

P4 Sr. No. 3 and 6- The Company has prescribed processes to achieve the objectives described under this principle. The Company has a Corporate Social Responsibility Policy formulated as per Companies Act, 2013 which can be viewed on the website of the Company i.e. www.iiflwealth.com.


P5 Sr. No. 3- The Company has put in place Code of Conduct which focuses on best employment practices. The Code of Conduct is in adherence to the regulatory and business requirements. Sr. No 6- The said code of conduct is made available on the intranet of the Company.

P6 Sr. No. 3 and 6- The Company complies with applicable environmental regulations and has necessary processes in place to safeguard environment.

P7 Keeping in view the Company’s nature of business i.e. financial services, such policy is not applicable to the Company.

P8 Sr. No. 3 and 6- The Company has a Corporate Social Responsibility Policy formulated as per Companies Act, 2013 which can be viewed on the website of the Company i.e. www.iiflwealth.com.

P9 Sr. No. 3: The Company has Grievance Redressal Policy for its customers which conform to the regulatory guidelines.

(b) If answer to the question at serial number 1 against any principle, is ‘No’, please explain why: (Tick up to 2 options).

No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9

1. The Company has not understood the Principles

Not applicable

2. The Company is not at a stage where it finds itself in a position to formulate and implement the policies on specified principles

3. The Company does not have financial or manpower resources available for the task

4. It is planned to be done within next 6 months

5. It is planned to be done within the next 1 year

6. Any other reason (please specify): Keeping in view the Companies nature of business i.e. financial services, such policy is not applicable to the Company.

3. Governance related to BR

(a) Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the BR performance of the Company. Within 3 months, 3-6 months, Annually, More than 1 year

All the Policies of the Company are reviewed on annual basis by the Board.

(b) Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report? How frequently it is published?

This Business Responsibility Report of the Company is a part of the Annual Report for the Financial Year 2020-21. The same will also be available on the website of the Company i.e. www.iiflwealth.com.

Section E – PRINCIPLE-WISE PERFORMANCE

Principle 1: BUSINESSES SHOULD CONDUCT AND GOVERN THEMSELVES WITH ETHICS, TRANSPARENCY AND ACCOUNTABILITY

1. Does the policy relating to ethics, bribery and corruption cover only the company?

No it covers Subsidiaries as well.


2. Does it extend to the Group/ Joint Ventures/ Suppliers/ Contractors/ NGOs/ Others?

The Company conducts its business with utmost integrity. It considers ethics, transparency and accountability to be its most important operational priorities and these are ingrained into its practices across the organisation. The Company is committed to act professionally, fairly and with integrity in all its dealings. The Company, through the Code of Conduct, has adopted a ‘zero-tolerance’ approach to bribery and corruption. The Code is applicable to directors and employees of the Company as well as the directors and employees of the subsidiary companies and extends to service providers of the Company.

2. How many stakeholder complaints have been received in the past financial year and what percentage was satisfactorily resolved by the management?

The number of complaints received from shareholders in F.Y. 2020-21 was one (1) and the same was resolved.

With respect to employees, the Company has a mechanism as provided under the Whistleblower Policy/Prevention of Sexual Harassment Policy whereby employees can raise their concerns.

Principle 2: PRODUCT LIFE CYCLE SUSTAINABILITY

BUSINESSES SHOULD PROVIDE GOODS AND SERVICES THAT ARE SAFE AND CONTRIBUTE TO SUSTAINABILITY THROUGHOUT THEIR LIFE CYCLE

1. List three products or services whose design has incorporated social or environmental concerns, risks and/or opportunities: Not applicable

2. For each such product, provide the following details in respect of resource use (energy, water, raw material etc.) per unit of product (optional): Not applicable

3. Does the Company have procedures in place for sustainable sourcing (including transportation)? If yes, what percentage of your inputs was sourced sustainably? Also, provide details thereof, in about 50 words or so.

The Company being a financial services Company does not have any goods and raw material utilisation as part of its products and services. Company’s major material requirements are related to office infrastructure, administration

and IT related equipment and services. Although, there is very limited procurement requirement, the Company takes various initiatives to have responsible sourcing.

4. Has the Company taken any steps to procure goods and services from local & small producers, including communities surrounding their place of work? If yes, what steps have been taken to improve their capacity and capability of local and small vendors?

The Company being a financial services Company suitably its necessary requirements from local suppliers and vendors. The Company has taken various initiatives for development of local communities.

5. Does the Company have a mechanism to recycle products and waste? If yes what is the percentage of recycling of products and waste (separately as 10%). Also, provide details thereof, in about 50 words or so.

As the Company is not a manufacturing entity; the waste generated at our premises is being managed through the process of normal waste disposal. Our Company has defined procedures in place to dispose of e-waste through authorized e-waste vendors. Most of our Company’s businesses incorporate social and environmental concerns in its finance operations. As a recycling initiative, waste water is entirely treated & re-utilized for gardening, flushing & cooling tower requirements in two of our large offices.

Principle 3: EMPLOYEES’ WELL-BEING

BUSINESSES SHOULD PROMOTE THE WELL-BEING OF ALL EMPLOYEES

1. Please indicate the Total number of employees.

Total number of the Company as on March 31, 2021 are 861. The Company and its subsidiaries had 929 employees (including contractual employees) as on March 31, 2021.

2. Please indicate the Total number of employees hired on temporary/contractual/casual basis.

The Company and its subsidiaries had 68 employees as on March 31, 2021 on contractual basis.

3. Please indicate the Number of permanent women employees.

The Company and its subsidiaries had 232 women employees as on March 31, 2021.


4. Please indicate the Number of permanent employees with disabilities IIFL does not specifically track the number of disabled employees.

The Company did not have any employee with disabilities as on March 31, 2021. However, IIFL Wealth and its subsidiaries provides an equal opportunity employer and treats all its employees equally.

5. Do you have an employee association that is recognized by management?

No

6. What percentage of your permanent employees is members of this recognized employee association?

N.A.

7. Please indicate the Number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in the last financial year and pending, as on the end of the financial year.

Nil.

8. What percentage of your under mentioned employees were given safety & skill up- gradation training in the last year?

(a) Permanent Employees

(b) Permanent Women Employees

(c) Casual/Temporary/Contractual Employees

(d) Employees with Disabilities

Safety at Work place is looked at in a multidimensional approach at IIFL Wealth Group. Following elements fall under the purview of employee safety:

1. Fire and Safety Training

Fire and Safety trainings are provided by qualified security inspectors at our offices, and awareness drive is also undertaken at our branches regularly.

2. Information Security Awareness

Information security awareness and training is regularly undertaken to ensure that there is no data theft or leakage or malicious content which may disrupt the functioning of the organisation.

3. Prevention against Sexual Harassment at Work place

Apart from the presence of a Prevention of Sexual Harassment Committee, e-learning courses are also deployed to every employee in the organisation, under the set of mandatory courses for completion.

4. Health and Insurance Safety

The Company insures its employees under floater health plans and carries out periodic health related camps for benefit of its employees.

5. Safety against indulging in Insider trading activities

The Company has laid down clear policy on prohibition on Insider Trading and every employee undertakes a commitment towards not engaging in acts which fall under the purview of insider trading. We also have digital learning content which clearly explain the expectations from management w.r.t. compliance of SEBI (Prohibition of Insider Trading) Regulations, 2015.

6. Work Process Adherence and Safety

a. Through sensitising employees on ‘Gifts Policy’ through an online medium, organisation ensures that employees are adequately informed and trained on nuances with regard to acceptance of gifts from third party associates/ consultants/ customers/ vendors.

b. Through our e-learning module on ‘Anti-Bribery & Corruption’, awareness among employees is developed on various organisational policies on bribery and corruption, clearly demarcating the do’s and don’ts of business.

7. Retention and Career Growth Sessions for women

a. Building personal & professional Brand on LinkedIn.

b. Through Financial planning workshop we have made them learn about financial health through various women centric investment tools, managing expenses, tax saving strategies and retirement planning.

c. Self Defense Workshops annually at various regional/zonal locations to train and equip the women on mental, verbal and physical self-defense techniques.


Apart from above areas, Skill enhancement and a safe place to work aspects of learning are incorporated through various digital learning modules, which employees have access round the year. Key organisational aspects like Anti Money Laundering, Prevention of Sexual Harassment, Anti Bribery & Corruption, Data Privacy, Information Security Awareness etc, are part of the mandated learning curriculum for all employees at IIFL Wealth, irrespective of gender, grade and business function.

A structured induction process for new recruits ensures that all role related functional and skill inputs are made available for self directed learning on day 1 of joining itself, through high quality video modules, delivered through our learning management system.

Principle 4: STAKEHOLDER ENGAGEMENT

1. Has the Company mapped its internal and external stakeholders?

Yes.

2. Out of the above, has the Company identified the disadvantaged, vulnerable & marginalized stakeholders?

Yes.

3. Are there any special initiatives taken by the Company to engage with the disadvantaged, vulnerable and marginalized stakeholders?

The Company provides equal opportunities to differently- abled, marginalized and people from economically weaker background. All employees are offered equal opportunities for career growth.

Principle 5: HUMAN RIGHTS

BUSINESSES SHOULD RESPECT AND PROMOTE HUMAN RIGHTS.

1. Does the policy of the Company on human rights cover only the Company or extend to the Group /Joint Ventures / Suppliers / Contractors / NGOs / Others?

The Company follows the code of conduct which covers the Company and all its subsidiaries. In addition, the Company’s whistleblower program covers all its internal and external stakeholders.

2. How many stakeholder complaints have been received in the past financial year and what percentage was satisfactorily resolved by the management?

No complaints were received from stakeholders under the Code of Conduct.

Principle 6: ENVIRONMENT

BUSINESS SHOULD RESPECT, PROTECT AND MAKE EFFORTS TO RESTORE THE ENVIRONMENT.

1. Does the policy related to Principle 6 cover only the Company or extends to the Group/Joint Ventures/ Suppliers/Contractors/NGOs/others.

As mentioned under responses to Principle 2, given the nature of business of the Company this Principle is not largely relevant. However, the Company and its subsidiaries are in compliance with applicable environmental regulations.

2. Does the Company have strategies/ initiatives to address global environmental issues such as climate change, global warming, etc? Y/N. If yes, please give hyperlink for webpage etc.

As an environmentally responsible corporate, our Company has been striving towards imbibing green sustainable products, processes, policies and practices. Our Company is an environment friendly organisation constantly working towards developing solutions to minimise its impact on the environment.

3. Does the Company identify and assess potential environmental risks? Y/N

Since the Company is not a manufacturing entity, the above question is not applicable.

4. Does the Company have any project related to Clean Development Mechanism? If so, provide details thereof, in about 50 words or so. Also, if Yes, whether any environmental compliance report is filed?

Since the Company is not a manufacturing entity, the above question is not applicable.

5. Has the Company undertaken any other initiatives on – clean technology, energy efficiency, renewable energy, etc. Y/N. If yes, please give hyperlink for web page etc.

As outlined above, IIFL Wealth participates in several initiatives in the area of environment and sustainability. We have also taken several measures


to minimise our environmental impact due to business travel. These measures include carpooling, company bus service, video / audio conferencing facilities at all major offices. Apart from this we have also moved to digitalization platform wherein we save on paper and stationery.

6. Are the Emissions/Waste generated by theCompany within the permissible limits given byCPCB/SPCB for the financial year being reported?

Since the Company is not a manufacturing entity,the above question is not applicable.

7. Number of show cause/ legal notices received fromCPCB/SPCB which are pending (i.e. not resolved tosatisfaction) as on end of Financial Year.

Nil

Principle 7: POLICY ADVOCACY

BUSINESSES WHEN ENGAGED IN INFLUENCING PUBLIC AND REGULATORY POLICY, SHOULD DO SO IN A RESPONSIBLE MANNER

1. Is your company a member of any trade andchamber or association? If Yes, Name only thosemajor ones that your business deals with:

IIFL Wealth and its subsidiaries are member of trade bodies/ associations such as AMFI, IVCA, IAAIF.

2. Have you advocated/lobbied through aboveassociations for the advancement or improvementof public good? Yes/No; if yes specify the broadareas (drop box: Governance and Administration,Economic Reforms, Inclusive DevelopmentPolicies, Energy security, Water, Food Security,Sustainable Business Principles, Others)

The Company through various associations andtrade bodies provides suggestions with respect todevelopment and regulation of financial servicessector. The members of Board/senior managementparticipated in various committees/ working groupsconstituted by the Government of India/ RBI/SEBI.

Principle 8: INCLUSIVE GROWTH

BUSINESSES SHOULD SUPPORT INCLUSIVE GROWTH AND EQUITABLE DEVELOPMENT

1. Does the company have specified programs/initiatives/ projects in pursuit of the policy relatedto Principle 8? If yes, details thereof.

Yes – Educating the illiterate or semi-literateand schooling the unschooled is the key program

under which we work by starting community schools in remote locations to facilitate education opportunities for girls among tribal communities dwelling in remote locations. These community schools engage girls who are out of school due to problems such as access, poverty as well as cultural and other issues. We promote financial literacy & skill development programs for women and youth in rural areas. Mega Medical Camps were organised to offer early cancer detection, diet education for diabetic, CPR, first aid, yoga, etc. for economically weaker sections from rural areas.

2. Are the programmes/ projects undertaken throughin-house team/own foundation/external NGO/government structures/any other organisation?

Both – directly as well as in association with a localpartner.

3. Have you done any impact assessment of yourinitiative?

Yes – quarterly tracking is done to check theprogress of the activities.

4. What is your company’s direct contribution tocommunity development projects- Amount in INRand the details of the projects undertaken?

Please refer Annual Report on CSR Activitiesannexed to Directors’ Report.

5. Have you taken steps to ensure that this communitydevelopment initiative is successfully adopted bythe community? Please explain in 50 words, or so.

The CSR activities of the Company are directedtowards developing and deploying a robust, longer-term & sustainable strategy for larger community.This includes identifying the focus themes,engaging with the right partners & stakeholders,co-developing high-impact projects & programs,monitoring the efficacy of the execution andprogress towards achieving the desired impact.The key themes have been identified and includeeducation, environment and tech-incubators (within institutions). The right inclusive exercise with thestakeholders will enable successful adoption by thelarger community.


Principle 9: CUSTOMER VALUE

Businesses should engage with and provide value to their customers and consumers in a responsible manner.

1. What percentage of customer complaints/consumer cases are pending as on the end offinancial year.

No customer complaints/consumer cases arepending against the Company as on the end offinancial year.

2. Does the Company display product informationon the product label, over and above what ismandated as per local laws? Yes/No/N.A. /Remarks (additional information)

Since the Company is not a manufacturing entity,the above question is not applicable. However, theCompany mentions the regulatory licenses it holdsfor respective areas of business.

3. Is there any case filed by any stakeholder againstthe Company regarding unfair trade practices,irresponsible advertising and/or anti-competitivebehaviour during the last five years and pendingas on end of financial year. If so, provide detailsthereof, in about 50 words or so.

Nil

4. Did your company carry out any consumer survey/consumer satisfaction trends?

In the normal course, the client service teams doascertain the satisfaction of the customers asper its systems and methodologies as also themanagement assesses the client satisfaction levelon important/critical areas from time to time. TheCompany is in process of client satisfaction surveyto be carried out in current financial year.


To The Members of IIFL Wealth Management Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of IIFL Wealth Management Limited (“the Company”), which comprise the Balance Sheet as at 31 March 2021, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2021, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor’s Responsibility for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements

Independent Auditor’s Report

and the ICAI’s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current year. We have determined that there are no key audit matters to communicate in our report.

Information Other than the Financial Statements and Auditor’s Report Thereon

• The Company’s Board of Directors is responsiblefor the other information. The other informationcomprises the information included in the Directors’report including Annexures to Directors’ report,but does not include the standalone financialstatements and our auditor’s report thereon. TheDirectors’ report including Annexures to Directors’report is expected to be made available to us afterthe date of this auditor’s report.

• Our opinion on the standalone financial statementsdoes not cover the other information and we donot and will not express any form of assuranceconclusion thereon.

• In connection with our audit of the standalonefinancial statements, our responsibility is to read theother information identified above when it becomesavailable and, in doing so, consider whether theother information is materially inconsistent with thestandalone financial statements or our knowledgeobtained during the course of our audit or otherwiseappears to be materially misstated.

• When we read the Directors’ report includingAnnexures to Directors’ report, if we concludethat there is a material misstatement therein, weare required to communicate the matter to thosecharged with governance as required under SA 720‘The Auditor’s responsibilities Relating to OtherInformation’.


Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibility for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.


We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current year and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31st March, 2021 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2021 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended,

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position as at 31st March 2021 in its standalone financial statements (Refer Note 30);

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order.

For DELOITTE HASKINS & SELLS LLP Chartered Accountants

(Firm’s Registration No. 117366W/W-100018)

Pallavi A. Gorakshakar(Partner)

(Membership No.105035) (UDIN: 21105035AAAAHG1409)

Place: MumbaiDate: 21st June 2021


Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (the “Act”)

We have audited the internal financial controls over financial reporting of IIFL Wealth Management Limited (the “Company”) as of 31 March 2021 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the “ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT(Referred to in paragraph 1 (f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A Company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management


override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2021, based on the criteria for internal financial control over financial

reporting established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.



Pallavi A. Gorakshakar

(Partner)(Membership No.105035)

(UDIN: 21105035AAAAHG1409) Place: MumbaiDate: 21st June 2021


(i) (a) According to the information and explanations given to us, the Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deed provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date.

(ii) To the best of our knowledge and according to the information and explanations given to us, the Company does not have any inventory and hence reporting under clause (ii) of the Order is not applicable.

(iii) To the best of our knowledge and according to the information and explanations given to us, the Company has granted loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013, in respect of which:

(a) The terms and conditions of the grant of such loans are, in our opinion, prima facie, not prejudicial to the Company’s interest.

(b) The schedule of repayment of principal and payment of interest has been stipulated and repayments or receipts of principal amounts and interest have been regular as per stipulations.

ANNEXURE B TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

(c) There is no overdue amount remaining outstanding as at the year end.

(iv) To the best of our knowledge and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

(v) To the best of our knowledge and according to the information and explanations given to us, the Company has not accepted any public deposit during the year and hence reporting under clause (v) of the CARO 2016 is not applicable.

(vi) To the best of our knowledge and according to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under section 148(1) of the Companies Act, 2013, in respect of the services rendered by the Company.

(vii) To the best of our knowledge and according to the information and explanations given to us, in respect of statutory dues:

(a) The Company has been generally regular in depositing undisputed statutory dues, including Provident Fund, Employees State Insurance, Income-Tax, Goods and Service Tax, cess and other material statutory dues applicable to it to the appropriate authorities. According to the information and explanations given to us, Customs Duty and Excise Duty is not applicable to the Company.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees State Insurance, Income-Tax, Goods and Service Tax, cess and other material statutory dues in arrears as at 31 March 2021 for a period of more than six months from the date they became payable.

(c) There are no dues of Goods and Services Tax as on 31 March 2021 on account of disputes. Details of income tax not deposited as on 31 March 2021 on account of disputes are given below:


Name of Statute Nature of Dues

Forum where Dispute is Pending

Period to which the Amount Relates

Amount (` in millions)

Amount Unpaid (` in millions)

Income Tax Act, 1961 Income Tax Commissioner of Income-Tax (Appeal)

Financial Year 2013-14 4.07 -






Financial Year 2017-18 54.48 46.16

(viii) To the best of our knowledge and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to financial institutions, banks and government. The Company has not issued any debentures.

(ix) To the best of our knowledge and according to the information and explanations given to us, the Company has not raised moneys by way of initial public offer or further public offer (including debt instruments). In our opinion and according to the information and explanations given to us, money raised by way of term loans have been applied by the Company during the year for the purposes for which they were raised.

(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) To the best of our knowledge and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the CARO 2016 is not applicable.

(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with section 177 and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.

(xiv) To the best of our knowledge and according to the information and explanations given to us, during the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of CARO 2016 is not applicable.

(xv) To the best of our knowledge and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or directors of its subsidiaries or persons connected with them and hence provisions of section 192 of the Companies Act, 2013 are not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.



Pallavi A. Gorakshakar(Partner)

(Membership No.105035) (UDIN: 21105035AAAAHG1409)

Place: MumbaiDate: 21st June 2021


Standalone Balance Sheet as at March 31, 2021

(` in Mn)

SR.No.

Particulars Note No.

As at Mar 31, 2021

As at Mar 31, 2020

ASSETS

1 Financial Assets

(a) Cash and cash equivalents 3 1,370.95 224.17

(b) Bank balance other than (a) above 4 13.26 11.45

(c) Derivative financial instruments - -

(d) Receivables

(I) Trade receivables 5 588.23 723.55

(II) Other receivables 5 69.93 0.00#

(e) Loans 6 3.61 62.93

(f) Investments 7 20,422.25 19,840.31

(g) Other financial assets 8 1,366.03 981.38


(a) Inventories - -

(b) Current tax assets (net) 295.03 380.37

(c) Deferred tax assets (net) 9 - 27.08

(d) Property, plant and equipment 10 2,756.11 2,862.04

(e) Capital work-in-progress 11 6.75 10.31

(f) Other intangible assets 12 26.68 11.06

(g) Right to use Assets 13 2.99 3.22

(h) Other non-financial assets 14 134.44 85.39

Total Assets 27,056.26 25,223.26

LIABILITIES AND EQUITY

LIABILITIES


(a) Derivative financial instruments - -

(b) Payables

(I) Trade payables

(i) total outstanding dues of micro enterprises and small enterprises

- -

(ii) total outstanding dues of creditors other than micro enterprises and small enterprises

15 115.12 91.98


(` in Mn)

SR.No.


As at Mar 31, 2021

As at Mar 31, 2020

(II) Other payables - -


- -


- -

(c) Finance Lease Obligation 13 3.16 3.41

(d) Debt securities 16 2,337.31 -

(e) Other financial liabilities 17 137.28 1,672.54


(a) Current tax liabilities (net) - 2.04

(b) Provisions 18 1.74 3.89

(c) Deferred tax liabilities (net) 9 14.09 -

(d) Other non-financial liabilities 19 150.35 188.98

3 EQUITY

(a) Equity share capital 20 175.77 174.36

(b) Other equity 21 24,121.44 23,086.06

Total Liabilities and Equity 27,056.26 25,223.26

See accompanying Notes to the Financial Statements

# Amount less than ` 10,000

In terms of our report attached

For Deloitte Haskins & Sells LLP For and on behalf of the Board of Directors Chartered Accountants

Pallavi A. Gorakshakar Karan Bhagat Yatin ShahPartner Managing Director Director

(DIN: 03247753) (DIN: 03231090)

Mihir Nanavati Amit Bhandari Chief Financial Officer Company Secretary

Place : Mumbai Place : Mumbai Dated: June 21, 2021 Dated: May 18, 2021


Standalone Profit and Loss for the year ended March 31, 2021

(` in Mn)

SR.No.


2020-21 2019-20

1 Revenue from operations

(a) Fees and commission income 22 1,377.81 1,924.42

(b) Net gain on fair value changes - 238.16

Total revenue from operations 1,377.81 2,162.58

2 Other income 23 6,289.80 1,946.10

3 Total income (1+2) 7,667.61 4,108.68

Expenses

(a) Finance costs 24 251.34 477.86

(b) Fees and commission expenses 15.30 31.32

(c) Impairment on financial instruments 25 19.46 0.09

(d) Employee benefits expenses 26 377.96 368.18

(e) Depreciation, amortization and impairment 10,12,13 115.69 113.93

(f) Other expenses 27 231.68 324.18

4 Total expenses 1,011.43 1,315.56

5 Profit before tax (3-4) 6,656.18 2,793.12

6 Tax expense:

(a) Current tax 28 211.46 335.60

(b) Deferred tax 28 41.02 (42.95)

7 Profit for the year from continuing operations (5-6) 6,403.70 2,500.47

Loss from discontinued operations - (850.27)

Tax Expense of discontinued operations - (284.56)

8 Loss from discontinued operations(After tax) - (565.71)

9 Profit for the year (7+8) 6,403.70 1,934.76


(` in Mn)

SR.No.


2020-21 2019-20

10 Other comprehensive income

(a) (i) Items that will not be reclassified to profit or loss

- Remeasurements of Employee Benefits 0.64 (0.30)

(ii) Income tax relating to items that will not be reclassified to profit or loss

(0.16) 0.08

Other Comprehensive Income/(loss) from continuing operations (a)

0.48 (0.22)

(b) (i) Items that will not be reclassified to profit or loss

- Remeasurements of Employee Benefits - (7.29)


- 1.83

Other Comprehensive loss from discontinued operations (b) - (5.46)

Other Comprehensive Income/(loss) (a + b) 0.48 (5.68)

11 Total comprehensive income for the year (9+10) (Comprising profit and other comprehensive income/(loss) for the year)

6,404.18 1,929.08

12 Earnings per equity share

- in respect of continuing operations

Basic (`) 29 73.25 29.04

Diluted (`) 29 72.41 28.36

- in respect of discontinued operations

Basic (`) 29 - (6.57)

Diluted (`) 29 - (6.57)





(DIN: 03247753) (DIN: 03231090)




Cashflow Statement for the year ended March 31, 2021

(` in Mn)


A. Cash flows from operating activities

Net profit before taxation and extraordinary item 6,656.18 1,942.85

Adjustments for:

Depreciation, amortization and impairment 115.69 286.79

Provisions for Employee benefits 2.88 20.01

Impairment of financial instruments 19.46 0.20

Net changes in Fair value through Profit and loss of Investments - Realised

(169.53) (32.01)

Net changes in fair value through Profit and Loss of investments - unrealised

(60.08) (12.39)

Share based payments to employees 454.06 230.49

Interest Income (153.82) (41.86)

Interest expenses 250.75 476.31

Profit on Sale of Property, plant and equipment 0.06 1.50

Dividend Income from Investments (5,701.03) (1,737.50)

Distribution income from investments (0.00#) (0.00#)

Operating profit before working capital changes 1,414.62 1,134.39

Changes in working Capital :

Increase in Financial/Non-financial Assets (390.92) (1,634.49)

Increase/ (Decrease) in Financial/Non-financial Liabilities (1,538.74) 1,879.09

Cash (used in)/generated from operations (515.04) 1,378.99

Net income tax paid (128.18) (6.19)

Net cash used in/generated from operating activities (A) (643.22) 1,372.80

B. Cash flows from investing activities

Purchase of Investments (31,860.72) (92,922.32)

Sale of Investments 31,502.86 92,232.65

Consideration received on account of transfer of business (Refer Note 33.B)

- 4,300.00

Distribution income from investments 0.00# 0.00#

Interest Received 167.33 22.70

Dividend Received 5,701.03 1,737.50


(` in Mn)


Purchase of fixed assets (includes intangible assets) - Net (20.25) (903.85)

Fixed Deposit placed - 0.03

Staff loan(net) (2.58) (1.23)

Inter Corporate Deposit given (81,318.67) (19,866.41)

Inter Corporate Deposit repaid 81,372.55 19,924.04

Net cash generated from investing activities (B) 5,541.55 4,523.11

C. Cash flows from financing activities

Proceeds from Issuance of Share Capital 1.41 4.12

Securities Premium on issue of shares 304.43 609.15

Share application money received/(converted into share capital) (0.07) 0.07

Share issue expenses - (0.53)

Borrowings Taken 92,469.90 48,000.00

Borrowings repaid (90,150.00) (48,485.91)

Inter-Corporate Deposits - taken 60,721.10 63,137.15

Inter-Corporate Deposits - repaid (60,721.10) (66,791.31)

Interest Paid (250.00) (462.46)

Dividend Paid (including Dividend Distribution Tax) (6,127.22) (1,740.05)

Net cash used in financing activities (C) (3,751.55) (5,729.77)

Net increase in cash and cash equivalents (A+B+C) 1,146.78 166.14

Opening Cash & cash equivalents 224.17 56.75

On amalgamation of subsidiary on April 01, 2019 - 1.28

Closing Cash & cash equivalents 1,370.95 224.17






(DIN: 03247753) (DIN: 03231090)




(` in Mn)

Particulars Equity attributable to owners of the Company Total

Equity Share

Capital

Equity Share

pending issuance

Other Equity Total Other EquitySecurities

Premium General Reserve

Share ap-plication money

Capital Reserve

ESOP Reserve

Suplus in State-ment of

Profit and loss

Balance at the beginning of the year as on April 01,2020

174.36 - 18,856.51 133.50 0.07 114.59 255.40 3,725.99 23,086.06 23,260.42

Shares issued during the year

1.34 - 304.43 - - - - - 304.43 305.77

Profits for the year - - - - - - - 6,403.70 6,403.70 6,403.70

Other comprehensive income

- - - - - - - 0.48 0.48 0.48

Dividends including Dividend distribution tax

- - - - - - - (6,127.22) (6,127.22) (6,127.22)

Transfer (to)/from other reserves

0.07 - 71.20 0.16 (0.07) - (71.36) - (0.07) -

Employee share based payment

- - - - - - 454.06 - 454.06 454.06

Balance at the end of the year as on March 31,2021

175.77 - 19,232.14 133.66 - 114.59 638.10 4,002.95 24,121.44 24,297.21

Standalone Statement of changes in Equity for the year ended March 31, 2020(` in Mn)


Equity Share

Capital

Equity Share

pending issuance




Capital Reserve

ESOP Reserve

Suplus in Statement

of Profit and loss

Balance at the beginning of the year as on April 01,2019

169.04 1.20 18,175.78 133.50 - 114.59 97.02 3,511.39 22,033.48 22,202.52

On amalgamation of subsidiary on April 01, 2019

- - - - - - - 25.57 25.57 25.57


4.12 - 609.15 - - - - - 609.15 613.27

Share issue expenses - - (0.53) - - - - - (0.53) (0.53)

Profits for the year - - - - - - - 1,934.76 1,934.76 1,934.76

Standalone Statement of changes in Equity for the year ended March 31, 2021


(` in Mn)


Equity Share

Capital

Equity Share

pending issuance




Capital Reserve

ESOP Reserve

Suplus in Statement

of Profit and loss


- - - - - - - (5.68) (5.68) (5.68)

Dividends including Dividend distribution tax

- - - - - - - (1,740.05) (1,740.05) (1,740.05)


- - 72.11 - - - (72.11) - - -

Addition during the year pursuant to the scheme of demerger/acquisition

1.20 (1.20) - - - - - - (1.20) -

Addition during the year - - - - 0.07 - - - 0.07 0.07


- - - - - - 230.49 - 230.49 230.49

Balance at the end of the year as on March 31,2020

174.36 - 18,856.51 133.50 0.07 114.59 255.40 3,725.99 23,086.06 23,260.42

Securities Premium Account

Securities premium account includes the difference between face value of equity shares and consideration in respect of shares issued. The issue expenses of securities which qualify as equity instruments are written off against securities premium account. Further, fair value of exercised stock options are transferred from “ESOP Reserves” to securities premium account.

General Reserve

General Reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the General Reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in General Reserve will not be reclassified subsequently to Statement of profit or loss.

Capital Reserve

This reserve is created pursuant to the transfer of “Wealth Business Undertaking” and “Broking and Depository Participant Business Undertaking” in accordance with the composite scheme of arrangement amongst India Infoline Finance Limited (“IIFL Finance”), IIFL Holdings Limited (“IIFL Holdings”), India Infoline Media and Research Services Limited (“IIFL M&R”), IIFL Securities Limited (“IIFL Securities”), IIFL Wealth Management Limited (“IIFL Wealth”) and IIFL Distribution Services Limited (“IIFL Distribution”), and their respective shareholders.

ESOP Reserve

It relates to share options granted to the employees by the Company under its employee stock option plan. It will be transferred to Share Capital and Securities Premium (if any) on exercise of options by the employees.

Retained Earnings

The balance in Retained Earnings primarily represents surplus after payment of dividend (including tax on dividend) and transfer to reserves.




(DIN: 03247753) (DIN: 03231090)



Statement Of Changes In Equity (Continued)


1 CORPORATE INFORMATION:

IIFL Wealth Management Limited (“IIFLW”, the “Company”) is a public limited company incorporated under the Companies Act, 1956. The Company has advisory licence under SEBI regulations and obtained merchant banking licence from SEBI during the year. The Company mainly provides transaction structuring and advisory services relating to financial products to its clients. Until the previous year the Company was engaged in services relating to financial products distribution, advisory and portfolio management services by mobilizing funds and assets of various classes of investors including High Net worth Individuals. The Company is a holding company to its subsidiaries engaged in wealth and asset Management services including financial asset distribution, broking, lending, credit and investment solutions and asset and portfolio management.

2 SUMMARY STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

a) Statement of Compliance:

The Company’s financial statements have been prepared in accordance with the provisions of the Companies Act, 2013 and the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 and amendments thereof issued by Ministry of Corporate Affairs in exercise of the powers conferred by section 133 of the Companies Act, 2013. In addition, the guidance notes/announcements issued by the Institute of Chartered Accountants of India (ICAI) are also applied except where compliance with other statutory promulgations require a different treatment.

b) These financials statements have been approved for issuance by the Board of Directors of the Company on May 18, 2021.

Notes forming part of Standalone Financial Statements for the year ended March 31, 2021

c) Revenue recognition

Revenue is recognised when the promised goods and services are transferred to the customer i.e. when performance obligations are satisfied. Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties.

The following is a description of principal activities from which the Group generates its revenue.

• Fees and commission income: Fees from services provided are recognized at a point in time when the service obligations are completed and when the terms of contracts are fulfilled.

• Lending / Investments related Income

- Interest income on investments and loans is accrued on a time basis by reference to the principal outstanding and the effective interest rate including interest on investments that may be classified as fair value through profit or loss or fair value through other comprehensive income.

- Dividend income is accounted in the period in which the right to receive the same is established.

• Others: Revenue is recognised over time when the outcome of a transaction can be estimated reliably by reference to the stage of completion of the transaction.

d) Property, plant and equipment

Measurement at recognition:

An item of property, plant and equipment that qualifies as an asset is measured on initial recognition at cost. Following initial recognition, items of property, plant and equipment are carried at its cost less accumulated depreciation and accumulated impairment losses.


The Company identifies and determines cost of each part of an item of property, plant and equipment separately, if the part has a cost which is significant to the total cost of that item of property, plant and equipment and has useful life that is materially different from that of the remaining item. The cost of an item of property, plant and equipment comprises of its purchase price including import duties and other non-refundable purchase taxes or levies, directly attributable cost of bringing the asset to its working condition for its intended use and the initial estimate of decommissioning, restoration and similar liabilities, if any. Any trade discounts and rebates are deducted in arriving at the purchase price. Cost includes cost of replacing a part of a plant and equipment if the recognition criteria are met. Expenses related to plans, designs and drawings of buildings or plant and machinery is capitalized under relevant heads of property, plant and equipment if the recognition criteria are met.

Capital work in progress and Capital advances:

Cost of assets not ready for intended use, as on the Balance Sheet date, is shown as capital work in progress. Advances given towards acquisition of fixed assets outstanding at each Balance Sheet date are disclosed as Other Non-Financial Assets.

Depreciation:

Depreciation on each item of property, plant and equipment is provided using the Straight-Line Method based on the useful lives of the assets as estimated by the management and is charged to the Statement of Profit and Loss. Significant components of assets identified separately pursuant to the requirements under Schedule II of the Companies Act, 2013 are depreciated separately over their useful life.

The Company has revised its estimate of useful life of Furniture and Fixtures and Electrical Equipment used in the office premise acquired during the period, which was earlier on lease, and has recomputed the depreciation on the same on prospective basis.

Leasehold improvements are amortized over the period of lease. Land is not considered as depreciable assets having regard to its infinite useful life. Individual assets / Company of similar assets costing up to ` 5,000 has been depreciated in full in the year of purchase.

Estimated useful life of the assets is as under:

Class of assets Useful life in years

Computers* 3

Electrical Equipment* 5-10

Office equipment 5

Furniture and fixtures* # 5-10

Vehicles* 5

Air conditioners* 5

Building 51

* For these class of assets, based on internal assessment, the management believes that the useful lives as given above best represent the period over which management expects to use these assets. Hence, the useful lives for these assets is different from the useful lives as prescribed under Part C of Schedule II of the Companies Act 2013.

# Furniture and fixtures includes leasehold improvements, which is depreciated on a straight-linz basis over the period of lease.

The useful lives, residual values of each part of an item of property, plant and equipment and the depreciation methods are reviewed at the end of each financial year. If any of these expectations differ from previous estimates, such change is accounted for as a change in an accounting estimate.

Derecognition:

The carrying amount of an item of property, plant and equipment is derecognised on disposal or when no future economic benefits are expected from its use or disposal. The gain or loss arising from the derecognition of an item of property, plant and equipment is measured as the difference between the net disposal proceeds and the carrying amount of the item and is recognised in the Statement of Profit and Loss when the item is derecognised.

e) Intangible assets


Intangible assets acquired separately are measured on initial recognition at cost. Intangible assets arising on acquisition of business are measured at fair value as at date of acquisition. . Following initial recognition, intangible assets with finite useful life are carried at cost less accumulated amortization and accumulated impairment loss, if any. Intangible assets with indefinite useful lives, that are acquired


separately, are carried at cost/fair value at the date of acquisition less accumulated impairment loss, if any.

Amortization:

Intangible Assets with finite lives are amortized on a Straight Line basis over the estimated useful economic life. The amortization expense on intangible assets with finite lives is recognised in the Statement of Profit and Loss. The amortization period and the amortization method for an intangible asset with finite useful life is reviewed at the end of each financial year. If any of these expectations differ from previous estimates, such change is accounted for as a change in an accounting estimate.

Estimated useful economic life of the assets is as under:

Class of assets Useful life in years

Software 3-5

Derecognition:

The carrying amount of an intangible asset is derecognised on disposal or when no future economic benefits are expected from its use or disposal. The gain or loss arising from the derecognition of an intangible asset is measured as the difference between the net disposal proceeds and the carrying amount of the intangible asset and is recognised in the Statement of Profit and Loss when the asset is derecognised.

f) Impairment

Assets that have an indefinite useful life, such as goodwill, are not subject to amortization and are tested for impairment annually and whenever there is an indication that the asset may be impaired. Assets that are subject to depreciation and amortization are reviewed for impairment, whenever events or changes in circumstances indicate that carrying amount may not be recoverable. Such circumstances include, though are not limited to, significant or sustained decline in revenues or earnings and material adverse changes in the economic environment.

An impairment loss is recognised whenever the carrying amount of an asset or its cash generating unit (CGU) exceeds its recoverable amount. The recoverable amount of an asset is the greater of its fair value less cost to sell and value in use. To calculate value in use, the estimated future cash

flows are discounted to their present value using a pre-tax discount rate that reflects current market rates and the risk specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the CGU to which the asset belongs. Fair value less cost to sell is the best estimate of the amount obtainable from the sale of an asset in an arm’s length transaction between knowledgeable, willing parties, less the cost of disposal. Impairment losses, if any, are recognised in the Statement of Profit and Loss and included in depreciation and amortization expenses.

Impairment losses are reversed in the Statement of Profit and Loss only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined if no impairment loss had previously been recognised.

g) Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

• Financial assets

Initial recognition and measurement:

The Company recognises a financial asset in its Balance Sheet when it becomes party to the contractual provisions of the instrument. All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss (FVTPL), transaction costs that are attributable to the acquisition of the financial assets. However, trade receivables that do not contain a significant financing component are measured at transaction price.

Subsequent measurement:

For subsequent measurement, the Company classifies a financial asset in accordance with the Company’s business model for managing the financial asset and the contractual cash flow characteristics of the financial asset. Based on the above criteria, the Company classifies its financial assets into the following categories:

i. Financial assets measured at amortized cost

ii. Financial assets measured at fair value through other comprehensive income (FVTOCI) iii. Financial assets measured at fair value through profit or loss (FVTPL)


i. Financial assets measured at amortized cost:

A financial asset is measured at the amortized cost if both the following conditions are met:

- The Company’s business model objective for managing the financial asset is to hold financial assets in order to collect contractual cash flows, and

- The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

This category applies to Cash and Bank balances, Trade receivables, Other Receivables, Loans and Other financial assets of the Company. Such financial assets are subsequently measured at amortized cost using the effective interest method.

ii. Financial assets measured at FVTOCI:

A financial asset is measured at FVTOCI if both of the following conditions are met:

- The Company’s business model objective for managing the financial asset is achieved both by collecting contractual cash flows and selling the financial assets, and


For the above category, income by way of interest and dividend, provision for impairment are recognised in the Statement of profit and loss and changes in fair value (other than on account of above income or expense) are recognised in other comprehensive income and accumulated in other equity. On disposal of such debt instruments at FVTOCI financial assets, the cumulative gain or loss previously accumulated in other equity is reclassified to Statement of Profit and Loss.

iii. Financial assets measured at FVTPL:

A financial asset is measured at FVTPL unless it is measured at amortized cost or at FVTOCI as mentioned above. This is a residual category applied to all other investments of the Company excluding investments in associate. Such

financial assets are subsequently measured at fair value at each reporting date. Fair value changes are recognised in the Statement of Profit and Loss.

Derecognition:

A financial asset (or, where applicable, a part of a financial asset or part of a Company of similar financial assets) is derecognised (i.e. removed from the Company’s Balance Sheet) when any of the following occurs:

- The contractual rights to cash flows from the financial asset expires;

- The Company transfers its contractual rights to receive cash flows of the financial asset and has substantially transferred all the risks and rewards of ownership of the financial asset;

- The Company retains the contractual rights to receive cash flows but assumes a contractual obligation to pay the cash flows without material delay to one or more recipients under a ‘pass-through’ arrangement (thereby substantially transferring all the risks and rewards of ownership of the financial asset);

- The Company neither transfers nor retains, substantially all risk and rewards of ownership, and does not retain control over the financial asset.

On Derecognition of a financial asset, (except as mentioned in ii above for financial assets measured at FVTOCI), the difference between the carrying amount and the consideration received is recognised in the Statement of Profit and Loss.

Impairment of financial assets:

The Company recognises loss allowances using the expected credit loss (ECL) model for the financial assets which are not measured at FVTPL. Expected credit losses are measured at an amount equal to the 12-month ECL, unless there has been a significant increase in credit risk from initial recognition in which case those are measured at lifetime ECL.

• Expected credit losses are the weighted average of credit losses with the respective risks of default occurring as the weights. Credit loss is the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash


flows that the Company expects to receive (i.e. all cash shortfalls), discounted at the original effective interest rate. The Company estimates cash flows by considering all contractual terms of the financial instrument (for example, prepayment, extension, call and similar options) through the expected life of that financial instrument.

• The Company measures the loss allowance on financial assets at an amount equal to the lifetime expected credit losses if the credit risk on that financial instrument has increased significantly since initial recognition. If the credit risk on a financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for that financial asset at an amount equal to 12-month expected credit losses. 12-month expected credit losses are portion of the lifetime expected credit losses and represent cash shortfalls that will result if default occurs within the 12 months weighted by the probability of default after the reporting date and thus, are not cash shortfalls that are predicted over the next 12 months.

• When making the assessment of whether there has been a significant increase in credit risk since initial recognition, the Company uses the change in the risk of a default occurring over the expected life of the financial instrument instead of the change in the amount of expected credit losses. To make that assessment, the Company compares the risk of a default occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial instrument as at the date of initial recognition and considers reasonable and supportable information, that is available without undue cost or effort, that is indicative of significant increases in credit risk since initial recognition.

For trade receivables and financial assets arising from transactions with in the scope of Ind AS 115 the Company measures the loss allowance at an amount equal to lifetime expected credit losses.

Further, for the purpose of measuring lifetime expected credit loss allowance for trade receivables, the Company has used a practical expedient as permitted under Ind AS 109. This expected credit loss allowance is computed based on a provision matrix which takes into

account historical credit loss experience and adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate and forward-looking information.

The Company writes off a financial asset when there is information indicating that the obligor is in severe financial difficulty and there is no realistic prospect of recovery.

• Financial Liabilities


The Company recognises a financial liability in its Balance Sheet when it becomes party to the contractual provisions of the instrument. Having regards to the terms and structure of issuance, Financial Liabilities are categorized as follows:

(i) recognised at amortised costs

(ii)recognised at fair value through profit and loss (FVTPL) including the embedded derivative component if any, which is not separated.

(iii)where there is an embedded derivative as part of the financial liability, such embedded derivative is separated and recorded at fair value and the remaining component is categorized as on amortised costs.


(i) All financial liabilities of the Company are categorized as subsequently measured at amortized cost are subsequently measured using the effective interest method.

(ii) All financial liabilities of the Company categorized at fair value are subsequently measured at fair value through profit and loss statement.

(iii) For derivatives embedded in the liability, the embedded derivative is subsequently measured at fair value through profit and loss and the liability is subsequently measured at amortised cost using the effective interest method.

Derecognition: A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.


h) Derivative financial instruments

The Company enters into derivative financial contracts, which are initially recognized at fair value at the date the contracts are entered into and subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognized in the statement of profit and loss unless the derivative is designated and effective as a hedging instrument

In a financial instrument involving embedded derivative, which is separated from the host contract, such embedded derivative component is accounted separately from the underlying host contract and is initially recognized at fair value and is subsequently remeasured at fair value at each reporting period and the resulting gain or loss is recognized in the statement of profit and loss unless the derivative is designated and effective as a hedging instrument.

i) Fair Value

The Company measures financial instruments at fair value in accordance with the accounting policies mentioned above. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

• In the principal market for the asset or liability, or

• In the absence of a principal market, in the most advantageous market for the asset or liability.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy that categorizes into three levels, described as follows:

The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 inputs) and the lowest priority to unobservable inputs (Level 3 inputs).

Level 1 — quoted (unadjusted) market prices in active markets for identical assets or liabilities

Level 2 — inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

Level 3 —inputs that are unobservable for the asset or liability.

For assets and liabilities that are recognised in the financial statements at fair value on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization at the end of each reporting period and discloses the same.

j) Foreign Currency Translation

These financial statements are presented in Indian Rupees, which is the Company’s functional currency.

Initial Recognition:

On initial recognition, transactions in foreign currencies entered into by the Company are recorded in the functional currency, by applying to the foreign currency amount, the spot exchange rate between the functional currency and the foreign currency at the date of the transaction. Exchange differences arising on foreign exchange transactions settled during the year are recognised in the Statement of Profit and Loss.

Measurement of foreign currency items at reporting date:

Foreign currency monetary items of the Company are translated at the closing exchange rates. Non-monetary items that are measured at historical cost in a foreign currency, are translated using the exchange rate at the date of the transaction. Nonmonetary items that are measured at fair value in a foreign currency, are translated using the exchange rates at the date when the fair value is measured.

Exchange differences arising out of these translations are recognised in the Statement of Profit and Loss.

k) Income Taxes

Tax expense is the aggregate amount included in the determination of profit or loss for the period in respect of current tax and deferred tax.

Current tax:

Current tax is the amount of income taxes payable in respect of taxable profit for a period. Taxable profit differs from ‘profit before tax’ as reported in the Statement of Profit and Loss because of items of income or expense that are taxable or deductible in other years and items that are never taxable or


deductible in accordance with applicable tax laws. Current tax is measured using tax rates that have been enacted or substantively enacted by the end of reporting period.

Deferred tax:

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit under Income tax Act, 1961. Deferred tax liabilities are generally recognised for all taxable temporary differences. In case of temporary differences that arise from initial recognition of assets or liabilities in a transaction (other than business combination) that affect neither the taxable profit nor the accounting profit, deferred tax liabilities are not recognised. Also, for temporary differences that arise from initial recognition of goodwill, deferred tax liabilities are not recognised.

Deferred tax assets are generally recognised for all deductible temporary differences to the extent it is probable that taxable profits will be available against which those deductible temporary difference can be utilized. In case of temporary differences that arise from initial recognition of assets or liabilities in a transaction (other than business combination) that affect neither the taxable profit nor the accounting profit, deferred tax assets are not recognised.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow the benefits of part or all of such deferred tax assets to be utilized.

Deferred tax assets and liabilities are measured at the tax rates that have been enacted or substantively enacted by the Balance Sheet date and are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Presentation of current and deferred tax:

Current and deferred tax are recognised as income or an expense in the Statement of Profit and Loss, except when they relate to items that are recognised in Other Comprehensive Income, in which case, the current and deferred tax income/expense are recognised in Other Comprehensive Income.

The Company offsets current tax assets and current tax liabilities, where it has a legally enforceable right to set off the recognised amounts and where it intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously. In case of deferred tax assets and deferred tax liabilities, the same are offset if the Company has a legally enforceable right to set off corresponding current tax assets against current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority on the Company. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

l) Provisions and Contingencies

The Company recognises provisions when a present obligation (legal or constructive) as a result of a past event exists and it is probable that an outflow of resources embodying economic benefits will be required to settle such obligation and the amount of such obligation can be reliably estimated.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not require an outflow of resources embodying economic benefits or the amount of such obligation cannot be measured reliably. When there is a possible obligation or a present obligation in respect of which likelihood of outflow of resources embodying economic benefits is remote, no provision or disclosure is made.

m) Cash and Cash Equivalents

Cash and cash equivalents for the purpose of Cash Flow Statement comprise cash and cheques in hand, bank balances, demand deposits with banks where the original maturity is three months or less.

n) Employee Benefits

Short-term Employee Benefits:

All employee benefits payable wholly within twelve months of rendering the service are classified


as short-term employee benefits and they are recognised in the period in which the employee renders the related service. The Company recognises the undiscounted amount of short-term employee benefits expected to be paid in exchange for services rendered as a liability (accrued expense) after deducting any amount already paid.

Post-Employment Benefits:

i. Defined contribution plans:

Defined contribution plans are post-employment benefit plans under which the Company pays fixed contributions into state managed retirement benefit schemes and will have no legal or constructive obligation to pay further contributions, if any, if the state managed funds do not hold sufficient assets to pay all employee benefits relating to employee services in the current and preceding financial years. The Company’s contributions to defined contribution plans are recognised in the Statement of Profit and Loss in the financial year to which they relate. The Company contributes to defined contribution plans pertaining to Employee State Insurance Scheme, Government administered Provident Fund and Pension Fund Scheme for all applicable employees.

Recognition and measurement of defined contribution plans:

The Company recognises contribution payable to a defined contribution plan as an expense in the Statement of Profit and Loss when the employees render services to the Company during the reporting period. If the contributions payable for services received from employees before the reporting date exceeds the contributions already paid, the deficit payable is recognised as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the reporting date, the excess is recognised as an asset to the extent that the prepayment will lead to, for example, a reduction in future payments or a cash refund.

ii. Defined benefit plans:

The Company provides for gratuity, a defined benefit plan, for employees. The Company makes annual contributions to funds administered by trustees and managed by a financial institution, towards meeting the Gratuity obligations.

Recognition and measurement of defined benefit plans:

The cost of providing defined benefits is determined using the Projected Unit Credit method with actuarial valuations being carried out at each reporting date. The defined benefit obligations recognised in the Balance Sheet represent the present value of the defined benefit obligations as reduced by the fair value of plan assets, if applicable. Any defined benefit asset (negative defined benefit obligations resulting from this calculation) is recognised representing the present value of available refunds and reductions in future contributions to the plan.

All expenses represented by current service cost, past service cost if any and net interest on the defined benefit liability (asset) are recognised in the Statement of Profit and Loss. Remeasurements of the net defined benefit liability (asset) comprising actuarial gains and losses and the return on the plan assets (excluding amounts included in net interest on the net defined benefit liability/asset), are recognised in Other Comprehensive Income. Such remeasurements are not reclassified to the Statement of Profit and Loss in the subsequent periods.

o) Lease accounting

The Company assesses whether a contract contains a lease, at the inception of the contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company considers whether (i) the contract involves the use of identified asset; (ii) the Company has substantially all of the economic benefits from the use of the asset through the period of lease and (iii) the Company has right to direct the use of the asset.

As a lessee

The Company recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the site on which it is located, less any lease incentives received.


Certain lease arrangements include the option to extend or terminate the lease before the end of the lease term. Where appropriate, the right-of-use assets and lease liabilities include these options when it is reasonably certain that the option will be exercised.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of property, plant and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain re-measurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprises of fixed payments, including in-substance fixed payments, amounts expected to be payable under a residual value guarantee and the exercise price under a purchase option that the Company is reasonably certain to exercise, lease payments in an optional renewal period if the Company is reasonably certain to exercise an extension option.

The lease liability is subsequently measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, or if Company changes its assessment of whether it will exercise a purchase, extension or termination option.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

Lease liability and the right of use asset have been separately presented in the balance sheet and lease payments have been classified as financing activities.

The Company has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of less than or equal to 12 months with no purchase option and assets with low value leases. The Company recognises the lease payments associated with these leases as an expense in statement of profit and loss over the lease term. The related cash flows are classified as operating activities.

As a lessor

Leases for which the Company is a lessor is classified as finance or operating leases. When the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases. The Company recognizes income on operating leases based on the contractual arrangements.

Critical accounting estimate and judgement

1. Determination of lease term

Ind AS 116 Leases requires lessee to determine the lease term as the non-cancellable period of a lease adjusted with any option to extend or terminate the lease, if the use of such option is reasonably certain. The Company makes assessment on the expected lease term on lease by lease basis and thereby assesses whether it is reasonably certain that any options to extend or terminate the contract will be exercised.

2. Discount rate

The discount rate is generally based on the incremental borrowing rate specific to the lease being evaluated or for a portfolio of leases with similar characteristics.

p) Borrowing Cost

Borrowing cost includes interest, amortization of transaction costs incurred in connection with the arrangement of borrowings and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost. Borrowing costs, if any, directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized, if any. All other borrowing costs are expensed in the period in which they occur.


q) Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker (CODM) of the Holding Company. The CODM is responsible for allocating resources and assessing performance of the operating segments of the Company.

r) Share-based Compensation

The Company recognises compensation expense relating to share-based payments in the net profit using fair value in accordance with Ind AS 102, Share-Based Payment. The estimated fair value of awards is charged to income on a straight line basis over the requisite service period for each separately vesting portion of the award as if the award was in substance, multiple awards with a corresponding increase to ESOP Reserve.

s) Earnings Per Share:

Basic earnings per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders (after deducting attributable taxes) by the weighted average number of equity shares outstanding during the year. For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders (after deducting attributable taxes) and the weighted average number of equity shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares. Potential equity shares are deemed to be dilutive only if their conversion to equity shares would decrease the net profit per share from continuing ordinary operations. Potential dilutive equity shares are deemed to be converted as at the beginning of the period, unless they have been issued at a later date. The dilutive potential equity shares are adjusted for the proceeds receivable had the shares been actually issued at fair value (i.e. average market value of the outstanding shares). Dilutive potential equity shares are determined independently for each period presented.

t) Key Accounting Estimates and Judgements

The preparation of the Company’s financial statements requires the management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions

and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

Critical accounting estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below:

- Property, Plant and Equipment

The charge in respect of periodic depreciation is derived after determining an estimate of an asset’s expected useful life and the expected residual value at the end of its life. The lives are based on historical experience with similar assets and are based on changes in technical or commercial obsolescence.

- Defined Benefit Obligation

The costs are assessed on the basis of assumptions selected by the management. These assumptions include salary escalation rate, discount rates, expected rate of return on assets and mortality rates.

- Fair value measurement of Financial Instruments

When the fair values of financials assets and financial liabilities recorded in the Balance Sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques, including the discounted cash flow model, which involve various judgements and assumptions.

- Expected Credit Loss

The provision for expected credit loss involves estimating the probability of default and loss given default based on the past experience and other factors.


3 CASH AND CASH EQUIVALENTS

(` in Mn)

Particulars As at Mar 31, 2021

As at Mar 31, 2020

Cash and Cash Equivalents (As per Ind AS 7 Statement of Cashflows)

Cash on hand 0.19 0.18

Cheques in hand 0.46 -

Balance with banks

- Others 1,370.30 223.99

Cash and cash equivalents (As per Ind AS 7 Statement of Cashflows) 1,370.95 224.17

4 BANK BALANCE OTHER THAN 3 ABOVE

(` in Mn)


As at Mar 31, 2020

Other Bank Balances

In Earmarked Accounts 3.22 1.40

In Deposit accounts (with original maturity of more than 3 months) 10.04 10.05

Total 13.26 11.45

5 RECEIvABLES (REfER NOtE 33)

(` in Mn)


As at Mar 31, 2020

(i) Trade receivables

Receivables considered good - Secured - -

Receivables considered good - Unsecured 588.23 723.55

Receivables which have significant increase in credit risk - -

Receivables - credit impaired 19.45 -

Total (i)- Gross 607.68 723.55

Less: Impairment loss allowance (19.45) -

Total (i)- Net 588.23 723.55

(ii) Other receivables


Receivables considered good - Unsecured 69.93 0.00#

Receivables which have significant increase in credit risk - -

Receivables - credit impaired - -

Total (ii)- Gross 69.93 0.00#

Less: Impairment loss allowance - -

Total (ii)- Net 69.93 0.00#

Total (i+ii) 658.16 723.55

a) No trade or other receivables are due from directors or from other officers of the Company either severally or jointly with any other person nor any trade or other receivables are due from firms or private companies respectively in which any directors is a partner, director or a member as at 31st March 2021 and 31st March 2020.

b) There are no credit impaired receivables as at 31st March 2020

c) Other receivables include proceeds of liquidation of IIFL Private Wealth Hong Kong Limited, a subsidiary of the Company amounting to ` 69.93 Mn and sale of investments in previous year amounting ` 0.00 Mn

d) No trade receivables and other receivables are interest bearing.



6 LOANS (REfER NOtE 33)

(` in Mn)

Loans As at Mar 31, 2021 As at Mar 31, 2020

Amortised cost

Total Amortised cost

Total

(A)

Term loans

- Inter Corporate Deposits (including ICD interest)* 0.55 0.55 62.45 62.45

- Others - Staff loan 3.06 3.06 0.48 0.48

Total (A) -Gross 3.61 3.61 62.93 62.93

Less:Impairment loss allowance - - - -

Total (A) - Net 3.61 3.61 62.93 62.93

(B)

(i) Secured - - - -

(ii) Secured by intangible assets - - - -

(iii) Covered by Bank/Government Guarantees - - - -

(iv) Unsecured 3.61 3.61 62.93 62.93

Total (B)-Gross 3.61 3.61 62.93 62.93

(C)

(I) Loans in India - -

(i) Public Sector - - - -

(ii) Others 3.61 3.61 62.93 62.93

Less: Impairment loss allowance - - - -

Total(C) (I)-Net 3.61 3.61 62.93 62.93

(II) Loans outside India - - - -

Less: Impairment loss allowance - - - -

Total (C) (II)- Net - - - -

Total C(I) and C(II) 3.61 3.61 62.93 62.93

* Includes Loan to related parties- Refer Note 35


7 INVESTMENTS(` in Mn)

Investments As at Mar 31, 2021 As at Mar 31, 2020

At Cost At Fair value Subtotal Others Total At Cost At Fair value Subtotal Others Total

Through Other

Compre-hensive Income

Through profit or

loss

Desig-nated at fair value through profit or

loss

Through Other


Through profit or

loss

Desig-nated at

fair value through profit or

loss

1 2 3 4 5=2+3+4 6 7=1+5+6 8 9 10 11 12=9+10+11 13 14=8+12+13

(A)

Mutual funds - - 1,057.14 - 1,057.14 - 1,057.14 - - 1,098.89 - 1,098.89 - 1,098.89

Debt securities - - 60.13 - 60.13 - 60.13 - - 161.42 - 161.42 - 161.42

Equity instruments- Subsidiaries

19,232.89 - - - - - 19,232.89 18,532.79 - - - - - 18,532.79

Equity instruments- Others

- - 0.04 - 0.04 0.04 - - - - - - -

Alternate investment funds

- - 72.05 - 72.05 - 72.05 - - 47.21 - 47.21 - 47.21

Others - - - - - - - - - - - -

Total (A) 19,232.89 - 1,189.36 - 1,189.36 - 20,422.25 18,532.79 - 1,307.52 - 1,307.52 - 19,840.31

(B)

i) Investments outside India

1,153.24 - - - - - 1,153.24 453.13 - - - - - 453.13

ii) Investments in India

18,079.65 - 1,189.36 - 1,189.36 - 19,269.01 18,079.66 - 1,307.52 - 1,307.52 - 19,387.18

Total (B) 19,232.89 - 1,189.36 - 1,189.36 - 20,422.25 18,532.79 - 1,307.52 - 1,307.52 - 19,840.31

(C)

Less: Allowance for impairment loss

- - - - - - - - - - - -

Total- Net (D) = A-C

19,232.89 - 1,189.36 - 1,189.36 - 20,422.25 18,532.79 - 1,307.52 - 1,307.52 - 19,840.31

Note:

Out of the above investments ` 1,057.14 Mn (PY - ` 1,072.22 Mn) are kept as collateral with the exchange on behalf of a subsidiary

As at March 31, 2021 As at March 31, 2020

Name of Investment Face Value No. of Units Amount (` in Mn)

Face Value No. of Units Amount (` in Mn)

Investment in Mutual Funds include :

HDFC MUTUAL FUND LIQUID FUND RG GROWTH OPEN ENDED

1,000.0000 61,134.00 247.32 1,000.0000 80,953.99 316.26

HDFC SHORT TERM DEBT FUND - GROWTH OPTION - DIRECT PLAN

10.0000 7,338,251.00 183.07 10.0000 12,228,707.00 279.89

SBI MUTUAL FUND LIQUID FD-DIRECT GROWTH 1,000.0000 100,000.73 322.16 1,000.0000 161,704.89 502.74

SBI MUTUAL FUND SAVINGS FUND REG GROWTH 10.0000 100,000.88 3.26 - - -

SBI MUTUAL FUND LIQUID FD-REGULAR PL GROWTH OPEN ENDED

1,000.0000 94,073.98 301.33 - - -

1,057.14 1,098.89

Investment in Equity Instruments include :

IIFL WEALTH DISTRIBUTION SERVICES LIMITED (FORMERLY IIFL DISTRIBUTION SERVICES LIMITED)

100.0000 30,000.00 453.31 100.0000 30,000.00 453.31

IIFL ASSET MANAGEMENT LTD 10.0000 32,100,000.00 525.00 10.0000 32,100,000.00 525.00

IIFL INVESTMENT ADVISER & TRUSTEE SERVICES LIMITED

10.0000 35,225,000.00 354.00 10.0000 35,225,000.00 354.00

IIFL (ASIA) PTE LTD S$ 1 140,000,000.00 264.50 S$ 1 140,000,000.00 264.50

IIFL PRIVATE WEALTH MANAGEMENT DUBAI LTD AED 3.67 918,442.00 42.50 AED 3.67 918,442.00 42.50

IIFL PRIVATE WEALTH HONGKONG LTD - - - HK$ 1 6,476,324.00 43.80


As at March 31, 2021 As at March 31, 2020

Name of Investment Face Value No. of Units Amount (` in Mn)

Face Value No. of Units Amount (` in Mn)

IIFL WEALTH PRIME LTD ( FORMERLY KNOWN AS IIFL WEALTH FINANCE LTD )

10.0000 305,493,803.00 14,636.30 10.0000 305,493,803.00 14,636.30

IIFL WEALTH PORTFOLIO MANAGERS LIMITED (FORMERLY IIFL ALTERNATE ASSET ADVISORS LIMITED)

10.0000 249,481.00 2,009.15 10.0000 249,481.00 2,009.15

IIFL TRUSTEE LTD (FORMERLY KNOWN AS INDIA INFOLINE TRUSTEE CO LTD)

10.0000 500,000.00 5.00 10.0000 500,000.00 5.00

IIFL INC (USA) $ 0.01 140.00 54.14 $ 0.01 140.00 54.14

IIFL PRIVATE WEALTH (MAURITIUS) LTD $ 1 69,975.00 37.95 $ 1 69,975.00 37.95

IIFL CAPITAL (CANADA) LIMITED CAD $1 187,030.00 10.24 CAD $1 187,030.00 10.24

IIFL WEALTH SECURITIES IFSC LTD 10.0000 100,000.00 1.00 10.0000 100,000.00 1.00

IIFL WEALTH ALTIORE LIMITED (FORMERLY KNOWN AS IIFL ALTIORE ADVISORS LIMITED)

10.0000 124,672.00 95.80 10.0000 124,672.00 95.80

IIFLW CSR Foundation 10.0000 10,000.00 0.10 10.0000 10,000.00 0.10

IIFL CAPITAL PTE. LTD. S$ 1 10,216,330.00 743.90 - - -

STOVEKRAFT 82.00 0.04 - - -

19,232.93 18,532.79

Investment in Debt Securities include :

ARCH AGRO INDUSTRIES PRIVATE LIMITED 19 LOA 17AP20 FVRS10000

- - - 10,000.0000 4,215.00 -

INDIAN RAILWAY FINANCE CORPORATION LIMITED 8 / 8.15 BD 23FB22 FVRS1000 LOAUPTO 22FB12

- - - 1,000.0000 150,000.00 161.42

REDDY VEERANNA INVESTMENTS PRIVATE LIMITED SR. 1 NCD 30SP22 FVRS10LAC

1,000,000.0000 60.00 60.13 -

60.13 161.42

Investment in Alternate Investment Funds include :

ASK SELECT FOCUS FUND - CLASS E 1,000.0000 10,597.22 14.71 1,000.0000 10,597.22 8.50

IIFL INCOME OPPORTUNITIES FUND SERIES - SPECIAL SITUATIONS - CARRY

3.9963 673.84 - 3.9963 673.84 -

IIFL REAL ESTATE FUND (DOMESTIC) - SERIES 2 - CARRY 6.0634 948.00 0.01 6.0634 948.00 0.01

IIFL REAL ESTATE FUND (DOMESTIC) - SERIES 4 - CARRY 9.1267 1,000.00 0.01 9.1267 1,000.00 0.01

IIFL SPECIAL OPPORTUNITIES FUND - SERIES 1 - CARRY 9.1727 1,000.00 0.01 9.1727 1,000.00 0.01






IIFL YIELD ENHANCER FUND - CARRY 2.2369 1,000.00 - 2.2369 1,000.00 -

INDIA HOUSING FUND - CARRY 9.9152 1,000.00 0.01 9.9152 1,000.00 0.01

MOTILAL OSWAL FOCUSED GROWTH OPPORTUNITIES FUND - CLASS B

- - - 10.0000 726,967.36 7.37

MOTILAL OSWAL FOCUSED GROWTH OPPORTUNITIES FUND - CLASS C

- - - 10.0000 16,858.22 0.35

PIRAMAL INDIAREIT FUND V 100,000.0000 40.88 4.68 100,000.0000 45.75 4.73

SUNDARAM ALTERNATIVE OPPORTUNITIES FUND NANO CAP SERIES 1 - CLASS E

100,000.0000 147.02 14.31 100,000.0000 147.02 7.16

SUNDARAM ALTERNATIVE OPPORTUNITIES FUND NANOCAP SERIES II - CLASS E

100,000.0000 153.83 14.15 100,000.0000 153.83 6.12

SUNDARAM ALTERNATIVE OPPORTUNITIES FUND NANOCAP SERIES II - CLASS I

100,000.0000 0.91 0.08 100,000.0000 0.91 0.04

WHITE OAK INDIA EQUITY FUND - CLASS I 10.0000 1,293,392.79 24.03 10.0000 1,293,392.79 12.85

YOURNEST ANGEL FUND – SCHEME 1 1.0000 1,575.00 - 1.0000 1,575.00 -

72.05 47.21

Grand Total 20,422.25 19,840.31


8 OthER fINANCIAL ASSEtS (UNSECURED, CONSIDERED gOOD)

(` in Mn)


As at Mar 31, 2020

Other deposits 1.78 336.59

Interest accrued on Inter Corporate Deposits and not due (Refer Note 35) 0.10 0.05

Advances to group companies/subsidiaries (Refer Note 35) 1,353.12 534.61

Receivable From Employees 0.77 1.48

Fees income accrued & not due - 108.65

Receivable From Broker 10.12 -

Others 0.14 -

Total 1,366.03 981.38

9 DEFERRED TAXES

Significant components of deferred tax assets and liabilities recorded in the Balance Sheet and changes recorded in income tax expense for the year ended March 31, 2021 are as follows:

(` in Mn)

Openingbalance

Addition/Deletion on Amal-gamation

Recog-nised

in profit or

loss

MAT Credit

Utilised

Transfer on

account of Slump

Sale

Recog-nised

in/reclas-sified

from OCI

Closingbalance

Deferred tax assets:

Difference between book base and tax baseof property, plant & equipment, investmentproperty and intangible assets

27.94 - (33.61) - - - (5.67)

Impairment of Assets - - 4.90 - - - 4.90

Retirement benefits for employees 1.00 - (0.38) - - (0.16) 0.46

Impact of IndAS 116 3.38 - 0.02 - - - 3.40

Provision for expenses 1.18 - (1.18) - - - -

Total deferred tax assets (A) 33.50 - (30.25) - - (0.16) 3.09

Offsetting of deferred tax (assets) with deferred tax liabilities

- -

Net Deferred tax (assets) 33.50 - (30.25) - - (0.16) 3.09

Deferred tax liabilities:

Property, plant and equipment - - - - - - -

Depreciation - - - - - - -

Unrealised profit on investments etc. 6.41 - 10.77 - - - 17.18

Goodwill - - - - - - -

Total deferred tax liabilities (B) 6.41 - 10.77 - - - 17.18

Offsetting of deferred tax liabilities with deferred tax (assets)

- - - - - - -

Net Deferred tax liabilities 6.41 - 10.77 - - - 17.18

Deferred tax assets (A - B) 27.09 - (41.02) - - (0.16) (14.09)


Significant components of deferred tax assets and liabilities recorded in the Balance Sheet and changes recorded in income tax expense for the year ended March 31, 2020 are as follows:

(` in Mn)

Openingbalance

Addition/Deletion on Amal-gamation

Recog-nised

in profit or

loss*

MAT Credit

Utilised

Transfer on

account of Slump

Sale

Recog-nised

in/reclas-sified

from OCI

Closingbalance



56.32 0.69 (26.57) - (2.50) - 27.94

Impairment of Assets 0.17 - (0.17) - - - -

Retirement benefits for employees 11.98 0.80 (8.49) - (5.20) 1.91 1.00

Impact of IndAS 116 - - 3.38 - - - 3.38

Unutilised MAT credit 13.40 - - (13.40) - - -

Unspent CSR - - 1.18 - - - 1.18

Total deferred tax assets (A) 81.87 1.49 (30.67) (13.40) (7.70) 1.91 33.50


(3.10) (6.42)

Net Deferred tax (assets) 78.77 1.49 (30.67) (13.40) (7.70) 1.91 27.08

Deferred tax liabilities:

Unrealised profit on investments etc. 3.10 0.11 3.21 - - - 6.42

Customer relations - 249.93 (76.83) - (173.10) - -

Total deferred tax liabilities (B) 3.10 250.04 (73.62) - (173.10) - 6.42


(3.10) - - - - - (6.42)

Net Deferred tax liabilities - -

Deferred tax assets (A - B) 78.77 1.49 (30.67) (13.40) (7.70) 1.91 27.08

* Includes impact of 51.21 Mn in Statement of Profit and Loss due to change in income tax rates during the year ended March 31, 2020.

Refer note below.

The Government of India vide Ordinance No. 15 of 2019 dated September 20, 2019 amended the income tax provisions by inserting

section 115BAA. As per the amended provisions, the Company has opted to pay tax at rate of 22% plus applicable surcharge and

cess subject to the conditions mentioned under the amended provisions and recognised the effect of change by revising the annual

effective income tax rate. Due to reduced tax rate, the Company has re-measured its Deferred Tax Assets and Liabilities as at April

1, 2019 and the impact of this change has been fully recognised in the Statement of Profit and Loss Account under “Tax expense” for

the year ended March 31, 2020.

10 PROPERTY PLANT AND EQUIPMENT

(` in Mn)

Particulars Furniture Fixture

Vehicles Office Equip-ment

Comput-ers

Electrical Equip-ment

Land Building Total

Gross Carrying value as on April 01, 2020

525.96 26.36 74.66 90.31 25.42 1,487.51 897.63 3,127.85

Additions 1.01 - 0.50 0.31 - - - 1.82

Deductions/ Adjustments during the year

- 8.78 0.05 1.54 - - - 10.37

As at March 31, 2021 526.97 17.58 75.11 89.08 25.42 1,487.51 897.63 3,119.30

Depreciation

Upto April 01, 2020 134.79 4.21 28.48 79.25 5.63 - 13.45 265.81

Depreciation for the year 51.61 4.30 14.89 8.45 3.76 - 17.60 100.61

Deductions/Adjustments during the year

- 1.74 0.03 1.46 - - - 3.23

Upto March 31, 2021 186.40 6.77 43.34 86.24 9.39 - 31.05 363.19

Net Block as at March 31, 2021 340.57 10.81 31.77 2.84 16.03 1,487.51 866.58 2,756.11


(` in Mn)


Vehicles Office Equip-ment

Comput-ers

Electrical Equip-ment

Land Building Total

Gross Carrying value as on April 01, 2019

614.88 18.92 80.72 104.57 27.85 - - 846.94

Additions 76.87 22.00 5.63 3.29 2.20 1,487.51 897.63 2,495.13

Additions - Acquisition 6.30 - 2.94 6.35 1.30 - - 16.89

Deductions/ Adjustments during the year

172.09 14.56 14.63 23.90 5.93 - - 231.11

As at March 31, 2020 525.96 26.36 74.66 90.31 25.42 1,487.51 897.63 3,127.85

Depreciation

Upto April 01, 2019 145.74 10.92 17.78 73.76 4.68 - - 252.88

Accumulated Depreciation on Acquisition

5.29 - 2.16 3.97 1.30 - - 12.72

Depreciation for the year 74.85 5.63 17.36 19.96 3.89 - 13.45 135.14


91.09 12.34 8.82 18.44 4.24 - - 134.93

Upto March 31, 2020 134.79 4.21 28.48 79.25 5.63 - 13.45 265.81

Net Block as at March 31, 2020 391.17 22.15 46.18 11.06 19.79 1,487.51 884.18 2,862.04

10.1. The Company has revised its estimate of useful life of Furniture and Fixtures and Electrical Equipment used in the office premise

acquired during the previous period, which was earlier on lease, and has recomputed the depreciation on the same on prospective

basis. As a result, depreciation for the year ended March 31, 2020 is lower by ` 14.27 Mn and ` 56.06 Mn respectively and the profit

before tax for the year ended March 31, 2020 is higher by ` 14.27 Mn and ` 56.06 Mn respectively.

11 CAPItAL WORk-IN-PROgRESS:

(` in Mn)


As at April 01, 2020 10.31

Additions 7.29

Deductions 10.85

As at March 31, 2021 6.75

(` in Mn)


As at April 01, 2019 1,725.46

Additions 0.03

Deductions 1,715.18

As at March 31, 2020 10.31

12 OTHER INTANGIBLE ASSETS

(` in Mn)


Software/Intangible assets

Gross Carrying value as on April 01, 2020 37.72

Additions 29.08

Deductions / adjustments during the year -

As at March 31, 2021 66.80


(` in Mn)


Amortisation

Upto April 01, 2020 26.66

Amortisation for the year 13.46

Deductions / adjustments during the year -

Upto March 31, 2021 40.12

Net Block as at March 31, 2021 26.68

(` in Mn)


Software/Intangible assets

Gross Carrying value as on April 01, 2019 61.20

Additions 105.16

Additions - Acquisition - Software 32.87

Deductions / adjustments during the year 161.51

As at March 31, 2020 37.72

Amortisation

Upto April 01, 2019 41.75

Accumulated Amortisation on Acquisition 23.59

Amortisation for the year 27.20

Deductions / adjustments during the year 65.88

Upto March 31, 2020 26.66

Net Block as at March 31, 2020 11.06

13 DISCLOSURE PURSUANT TO IND AS 116 “LEASES”

Following are the changes in the carrying value of right of use assets for the year ended March 31, 2021:(` in Mn)

Particulars Premises Vehicles Total

Balance as at 01 April, 2020 - 3.22 3.22

Additions during the year - 2.45 2.45

Depreciation charge for the year - (1.62) (1.62)

Deletions during the year - (1.06) (1.06)

Balance as at March 31, 2021 - 2.99 2.99

Following are the changes in the carrying value of right of use assets for the year ended March 31, 2020:


Balance as at 01 April, 2019 298.76 53.52 352.28

Additions during the year 106.87 7.31 114.18

Depreciation charge for the year (81.40) (15.53) (96.93)

Deletions during the year (1.83) (6.44) (8.27)

Deletions during the year (On account of Slumpsale) (322.40) (35.64) (358.04)



The following is the movement in lease liabilities during the year ended March 31, 2021:


Balance as at 01 April, 2020 - 3.41 3.41

Additions - 2.45 2.45

Deletion - (1.15) (1.15)

Finance cost accrued during the year - 0.33 0.33

Payment of lease liabilities - (1.88) (1.88)


The following is the movement in lease liabilities during the year ended March 31, 2020:


Balance as at 01 April, 2019 298.76 53.52 352.28

Additions 106.87 7.31 114.18

Deletion (1.88) (6.42) (8.30)

Deletion on account of slumpsale (333.95) (37.29) (371.24)

Finance cost accrued during the year 20.01 3.47 23.48

Payment of lease liabilities (89.81) (17.18) (106.99)


Following is the break up value of the Current and Non - Current Lease Liabilities:

Particulars As at March 31, 2021

As at March 31, 2020

Premises Vehicles Premises Vehicles

Current lease liabilities - 1.36 - 1.63

Non-current lease liabilities - 1.80 - 1.78

Total - 3.16 - 3.41

Maturity analysis – contractual undiscounted cash flows



Premises Vehicles Premises Vehicles

Less than one year - 1.59 - 1.85

One to five years - 1.99 - 1.90

More than five years - - - -

Total undiscounted lease liabilities - 3.58 - 3.75

Lease liabilities included in the statement of financial position

- 3.16 - 3.41

Amounts recognised in the Statement of profit & loss



Interest on lease liabilities 0.33 23.48

Variable lease payments not included in the measurement of lease liabilities - -

Income from sub-leasing right-of-use assets - -

Depreciation relating to leases 1.62 96.93

Total 1.95 120.41

Amounts recognised in the statement of cash flows



Total cash outflow for leases 1.88 106.99


14 OthER NON fINANCIAL ASSEtS (UNSECURED, CONSIDERED gOOD)

(` in Mn)


As at Mar 31, 2020

Unsecured

Prepaid expenses 123.75 32.50

Advances recoverable 7.91 8.74

Employee advance against expenses 1.75 2.23

Goods and Service tax input credit receivable 1.03 41.92

Total 134.44 85.39

15 PAYABLES

(` in Mn)


As at Mar 31, 2020

Trade payables

(i) Total outstanding dues of micro enterprises and small enterprises (Refer note 15.1)

- -

(ii) Total outstanding dues of creditors other than micro enterprises and small enterprises

115.12 91.98

Accrued Salaries & Other Benefits

Provision for Expenses

Total 115.12 91.98

Other payable

(i) Total outstanding dues of micro enterprises and small enterprises (Refer note 15.1)

- -


- -

Total - -

Grand Total 115.12 91.98

15.1. Disclosure under The Micro, Small and Medium Enterprises Development Act, 2006

The following disclosure is made as per the requirement under the Micro, Small and Medium Enterprises Development Act, 2016 (MSMED) on the basis of confirmations sought from suppliers on registration with the specified authority under MSMED:

Particulars FY 2020-21 FY 2019-20

(a) Principal amount remaining unpaid to any supplier at the year end - -

(b) Interest due thereon remaining unpaid to any supplier at the year end - -

(c) Amount of interest paid and payments made to the supplier beyond the appointed day during the year

- -

(d) Amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under the Act

- -

(e) Amount of interest accrued and remaining unpaid at the year end - -

(f) Amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues above are actually paid to the small enterprise, for the purpose of disallowance of a deductible expenditure under section 23 of the Act

- -

There are no amounts due to the suppliers covered under Micro, Small and Medium Enterprises Development Act, 2006. This information takes into account only those suppliers who have responded to the enquiries made by the Company for this purpose. This has been relied upon by the auditors. No interest is payable in respect of the same.


16 DEBT SECURITIES

(` in Mn)

Particulars As at Mar 31, 2021 As at Mar 31, 2020

At Amortised

cost

At Fair value

Through profit or

loss

Designated at fair value

through profit or loss

Total At Amortised

cost

At Fair value

Through profit or

loss


through profit or

loss

Total

1 2 3 4=1+2+3 1 2 3 4=1+2+3

Liability component of compound financial instruments

- - - - - - - -

Commercial paper 2,350.00 - - 2,350.00 - - - -

Less: Prepaid discount (12.69) - - (12.69) - - - -

Total 2,337.31 - - 2,337.31 - - - -

Debt securities in India 2,337.31 2,337.31 - - - -

Debt securities outside India

- - - - - -

Total 2,337.31 - - 2,337.31 - - - -

Residual maturity

As at Mar 31, 2021 As at Mar 31, 2020

At Amortised cost Balance outstanding

Interest rate % (p.a)

Balance outstanding


Less than 1 year 2,350.00 5.85% to 6.00%

- -

1-5 years - - - -

Above 5 years - - - -

Commercial Papers include Interest rates As at March 31, 2021

Commercial Paper of Face Value ` 5,00,000 Each Redeemable on 20-04-2021 6.00% 1,500.00

Commercial Paper of Face Value ` 5,00,000 Each Redeemable on 31-05-2021 5.85% 850.00

2,350.00

17 OTHER FINANCIAL LIABILITIES

(` in Mn)


As at Mar 31, 2020

Payable to group companies/subsidiaries (Refer Note 35) 130.30 31.78

Interest payable on ICD (Refer Note 35) - 16.68

Deposits from customers - 1,622.99

Advance from customers 5.46 -

Others 1.52 1.09

Total 137.28 1,672.54

18 PROVISIONS:

(` in Mn)


As at Mar 31, 2020

Provision for employee benefits

- Gratuity (Refer Note 26.1) 1.74 3.89

Total 1.74 3.89


19 OTHER NON FINANCIAL LIABILITIES:

(` in Mn)


As at Mar 31, 2020

Statutory remittances 147.13 187.58

Others 3.22 1.40

Total 150.35 188.98

19.1 No amount was required to be transferred in Investor Education and Protection fund account as per Section 125 of Companies Act, 2013 on account of Unclaimed Dividend and Unclaimed dues on account of NCD.

20 SHARE CAPITAL:

(a) The authorised, issued, subscribed and fully paid up share capital comprises of equity shares having a par value of ` 2/- as follows:

(` in Mn)

Authorised : As at Mar 31, 2021

As at Mar 31, 2020

132,650,000 (PY - 132,650,000) Equity shares of ` 2/- each with voting rights 265.30 200.00

Issued, Subscribed and Paid Up: 87,882,770 (PY - 87,181,042) Equity shares of ` 2/- each fully paidup with voting rights

175.77 174.36

(b) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period.


No. of shares Amount (` in Mn)


At the beginning of the year 87,181,042 174.36 84,521,324 169.04

Add: Issued during the year 701,728 1.41 2,659,718 5.32

Outstanding at the end of the year 87,882,770 175.77 87,181,042 174.36

(c) Movement of shares pursuant to the composite scheme of arrangement




At the beginning of the year - - 600,442 1.20

Less: Issued during the year - - (600,442) (1.20)

Incremental shares to be issued - - - -

(d) Terms/rights attached to equity shares:

The Company has only one class of shares referred to as equity shares having a par value of ` 2/- each. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. During the year ended March 31, 2021, a special dividend of ` 40/- (P.Y. Nil) and an interim dividend of ` 30/- (P.Y. ` 20/-)has been paid and recognised as distribution to equity shareholders.

In the event of liquidation of the Holding Company, the holders of equity shares will be entitled to receive remaining assets of the Holding Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(e) Details of shareholders holding more than 5% shares after giving effect to the Composite scheme of arrangement:


No. of shares % holding No. of shares % holding

General Atlantic Singapore Fund Pte Ltd 18,619,550 21.2% 18,619,550 21.4%

FIH Mauritius Investments Ltd 12,091,635 13.8% 12,091,635 13.9%

Nirmal Jain 6,228,856 7.1% 6,228,856 7.1%


(f) Shares reserved for issue under options

For details of shares reserved for issue under the employee stock option (ESOP) plan of the Holding company, please refer note. 34

(g) During the period of 5 years immediately preceding the Balance Sheet date, the Company has not issued any equity shares without payment being received in cash, bonus shares and has not bought back any equity shares, except for shares issued under the composite scheme of arrangement.

21 OTHER EQUITY:

(` in Mn)


As at Mar 31, 2020

Securities premium 19,232.14 18,856.51

General reserve 133.66 133.50

Capital reserve 114.59 114.59

ESOP Reserve 638.10 255.40

Share application money received - 0.07

Retained earnings 4,002.95 3,725.99

Total 24,121.44 23,086.06

22 FEE AND COMMISSION INCOME

(` in Mn)


Fees & Commission 1,377.81 1,918.36

Asset and portfolio management related fees - 6.06

TOTAL 1,377.81 1,924.42

23 OTHER INCOME

(` in Mn)


Interest income 170.05 32.38

Profit on cancellation of lease 0.09 (0.01)

Rent income 189.05 130.73

Change in fair value of investments - realised 169.53 32.01

Change in fair value of investments - unrealised 60.08 12.39

Dividend income (from subsidiaries) 5,701.03 1,737.50

Miscellaneous income (0.03) 1.10

Total 6,289.80 1,946.10

24 FINANCE COST

(` in Mn)


On financial liabilities measured

at fair value through

profit or loss

On financial liabilities

measured at amortised

cost

Total On financial liabilities measured


profit or loss

On financial liabilities


cost

Total

Interest on borrowings - 250.75 250.75 - 476.32 476.32

Other interest expense - 0.59 0.59 - 1.54 1.54

Total - 251.34 251.34 - 477.86 477.86


25 IMPAIRMENT ON FINANCIAL INSTRUMENTS

(` in Mn)


On financial instruments

measured at fair value through OCI

On financial instruments measured at

amortised cost

On financial instruments


On financial instruments measured at

amortised cost

On Trade Receivable - 19.46 - 0.09

Total - 19.46 - 0.09

26 EMPLOYEE BENEFIT EXPENSES

(` in Mn)


Salaries and wages 271.95 286.74

Contribution to provident and other funds 11.73 11.72


Staff welfare expenses 13.09 11.09

Gratuity expense 2.88 9.66

Leave encashment - 0.05

Total 377.96 368.18

26.1. Gratuity Abridged Disclosure Statement as Per Indian Accounting Standard 19 (Ind AS 19)


Type of benefit Gratuity Gratuity

Country India India

Reporting currency INR INR

Reporting standard Indian Accounting

Standard 19 (Ind AS 19)

Indian Accounting

Standard 19 (Ind AS 19)

Funding status Funded Funded

Starting period 01-Apr-20 01-Apr-19

Date of reporting 31-Mar-21 31-Mar-20

Period of reporting 12 Months 12 Months

Assumptions (previous year)

Expected return on plan assets 6.04% 7.59%

Rate of discounting 6.04% 7.59%

Rate of salary increase 7.50% 7.50%

Rate of employee turnover For service 4 years and

below 15% p.a. & thereafter 7.50%

p.a.

For service 4 years and


p.a.

Mortality rate during employment Indian Assured Lives Mortality

(2006-08)

Indian Assured Lives Mortality

(2006-08)

Mortality rate after employment N.A. N.A.

Assumptions (current year)

Expected return on plan assets 6.33% 6.04%

Rate of discounting 6.33% 6.04%

Rate of salary increase 7.50% 7.50%



Rate of employee turnover For service 4 years and


p.a.

For service 4 years and


p.a.


(2006-08)


(2006-08)

Mortality rate after employment N.A. N.A.

table showing change in the present value of projected benefit obligation

Present value of benefit obligation at the beginning of the year 24.50 119.97

Interest cost 1.48 9.87

Current service cost 2.64 17.38

Past service cost - -

Liability transferred in/ acquisitions 1.94 15.68

(Liability transferred out/ divestments) (6.33) (128.88)

(Gains)/ losses on curtailment - -

(Liabilities extinguished on settlement) - -

(Benefit paid directly by the employer) - -

(Benefit paid from the fund) (3.97) (18.11)

The effect of changes in foreign exchange rates - -

Actuarial (gains)/losses on obligations - due to change in demographic assumptions

- -

Actuarial (gains)/losses on obligations - due to change in financial assumptions

(0.54) 3.09

Actuarial (gains)/losses on obligations - due to experience 0.18 5.50

Present value of benefit obligation at the end of the year 19.90 24.50

Table showing change in the fair value of plan assets

Fair value of plan assets at the beginning of the year 20.61 86.26

Interest income 1.24 7.29

Contributions by the employer - 34.28

Expected contributions by the employees - -

Assets transferred in/acquisitions - 13.10

(Assets transferred out/ divestments) - (103.21)

(Benefit paid from the fund) (3.97) (18.11)

(Assets distributed on settlements) - -

(Expenses and tax for managing the benefit obligations- paid from the fund)

- -

Effects of asset ceiling - -

The effect of changes in foreign exchange rates - -

Return on plan assets, excluding interest income 0.28 1.00

Fair value of plan assets at the end of the year 18.16 20.61

Amount recognized in the balance sheet

(Present value of benefit obligation at the end of the year) (19.90) (24.50)

Fair value of plan assets at the end of the year 18.16 20.61

Funded status (surplus/ (deficit)) (1.74) (3.89)

Net (liability)/asset recognized in the balance sheet (1.74) (3.89)

26.1. Gratuity Abridged Disclosure Statement as Per Indian Accounting Standard 19 (Ind AS 19) (continued)


26.1. Gratuity Abridged Disclosure Statement as Per Indian Accounting Standard 19 (Ind AS 19) (Continued)


Net interest cost for current year

Present value of benefit obligation at the beginning of the year 24.50 119.97

(fair value of plan assets at the beginning of the year) (20.61) (86.26)

Net liability/(asset) at the beginning 3.89 33.71

Interest cost 1.48 9.87

(Interest income) (1.24) (7.29)

Net interest cost for current year 0.24 2.58

Expenses recognized in the statement of profit or loss for current year

Current service cost 2.64 17.38

Net interest cost 0.24 2.58

Past service cost - -

(Expected contributions by the employees) - -

(Gains)/losses on curtailments and settlements - -

Net effect of changes in foreign exchange rates - -

Expenses recognized 2.88 19.96

Expenses recognized in the other comprehensive income (OCI) for current year

Actuarial (gains)/losses on obligation for the year (0.36) 8.59

Return on plan assets, excluding interest income (0.28) (1.00)

Change in asset ceiling - -

Net (income)/expense for the year recognized in oci (0.64) 7.59

Balance sheet reconciliation

Opening net liability 3.89 33.71

Expenses recognized in statement of profit or loss 2.88 19.96

Expenses recognized in oci (0.64) 7.59

Net liability/(asset) transfer in 1.94 2.58

Net (liability)/asset transfer out (6.33) (25.67)

(Benefit paid directly by the employer) - -

(Employer's contribution) - (34.28)

Net liability/(asset) recognized in the balance sheet 1.74 3.89

Category of assets

Government of India assets - -

State government securities - -

Special deposits scheme - -

Debt instruments - -

Corporate bonds - -

Cash and cash equivalents - -

Insurance fund 18.16 20.61

Asset-backed securities - -

Structured debt - -

Other - -

Total 18.16 20.61

Other details

No of active members 94 108



Per month salary for active members 9.60 11.13

Weighted Average Duration of the Projected Benefit Obligation 9 9

Average Expected Future Service 9 9

Projected benefit obligation (pbo) 19.90 24.50

Prescribed contribution for next year (12 months) 4.21 9.22

Maturity analysis of the benefit payments

1st following year 1.46 2.14

2nd following year 1.58 1.82

3rd following year 1.60 1.93

4th following year 1.66 1.92

5th following year 1.62 1.92

Sum of years 6 to 10 8.96 9.32

Sum of years 11 and above 18.74 24.54

Sensitivity analysis

PBO on current assumptions 19.90 24.50

Delta effect of +1% change in rate of discounting (1.43) (1.82)

Delta effect of -1% change in rate of discounting 1.63 2.09

Delta effect of +1% change in rate of salary increase 0.92 1.12

Delta effect of -1% change in rate of salary increase (0.89) (1.09)

Delta effect of +1% change in rate of employee turnover 0.11 0.12

Delta effect of -1% change in rate of employee turnover (0.13) (0.14)

26.2 Defined Contribution Plans:

The Company has recognised the following amounts as an expense and included in the Employee Benefit Expenses.

(` in Mn)


Contribution to provident fund 11.73 11.72

Contribution to labour welfare fund - 0.00#

Total 11.73 11.72


27 OTHER EXPENSES:

(` in Mn)


Operations, treasury and fund management expenses 5.44 14.15

Rent and energy cost 3.83 3.02

Insurance 2.72 0.81

Repairs & maintenance 1.11 1.29

Marketing, advertisement and business promotion expenses 5.82 17.26

Travelling & conveyance 7.30 28.91

Legal & professional fees 128.62 155.50

Communication 0.70 4.39

Software charges / Technology cost 25.40 8.53

Office & other expenses 13.98 36.92

26.1. Gratuity Abridged Disclosure Statement as Per Indian Accounting Standard 19 (Ind AS 19) (continued)


(` in Mn)


Loss on sale of assets 0.06 1.49

Directors' fees and commission 5.76 4.93

Remuneration to Auditors :

Audit fees (net of GST input credit)* 2.83 9.12

Goods & Service tax/Swachh Bharat Cess - 0.16

Certification expenses 0.19 0.87

Out Of pocket expenses 0.22 0.30

Corporate social responsibility expenses & donation 27.70 36.53

Total 231.68 324.18

*Includes fees amounting to ` 6.5 Mn in FY 2019-20 for audit of restated financials for listing purpose

28 INCOME TAXES:

Disclosure pursuant to Ind AS 12 “Income Taxes”

(a) Major components of tax expense/ (income) (Total Operations)

(` in Mn)

Sr. No.


Statement of Profit and Loss:

(a) Profit and Loss section:

(i) Current Income tax :

Current income tax expense 213.57 60.27

Effect of previously unrecognised tax losses and tax offsets used during the current year

Tax expense in respect of earlier years (2.11) (9.23)

211.46 51.04

(ii) Deferred Tax:

Tax expense on origination and reversal of temporary differences 41.02 8.26

Effect on deferred tax balances due to the change in income tax rate - (51.21)

41.02 (42.95)

Income tax expense reported in the statement of profit or loss [(i)+(ii)] 252.48 8.09

(b) Other Comprehensive Income (OCI) Section:

(i) Items not to be reclassified to profit or loss in subsequent periods:

(A) Deferred tax expense/(income):

On re-measurement of defined benefit plans 0.16 (1.91)

0.16 (1.91)

Income tax expense reported in the other comprehensive income [(i)+(ii)]

0.16 (1.91)


(b) Reconciliation of Income tax expense and accounting profit multiplied by domestic tax rate applicable in India:

(` in Mn)Sr. No.


(a) Profit/(loss) before tax 6,656.18 1,942.85 (b) Income tax expense at tax rates applicable to individual entities 1,675.23 488.98 (c ) (i) Tax on income subject to lower tax rate

(A) Gains on investments (including fair valuation) (8.67) 1.01 (d) Dividend Income exempt due to applicability of provisions of Sec 80M (1,434.80)(e) (ii) Tax on Income exempt from Tax

(A) Income from Investments (Including tax suffered income on investment in AIF)

(6.58) (438.60)

(B) Expenses not allowable as tax deductible as per tax laws 7.00 4.96 (iii) Effect on deferred tax due to change in Income tax - (51.21)(iv) Tax expense in respect of earlier years - (0.60)(v) Tax effect on various other items 20.30 3.55 total effect of tax adjustments [(i) to (v)] (1,422.75) (480.89)

(f) Tax expense recognised during the year 252.48 8.09 Effective tax rate 3.79% 0.42%

29 EARNINGS PER SHARE:

Basic and diluted earnings per share [“EPS”] computed in accordance with INDAS 33 ‘Earnings per share”.

Particulars 2020-21 2019-20Face value of equity shares in ` fully paid up 2.00 2.00 BASIC- in respect of continuing operations

Profit after tax as per statement of profit and loss before other comprehensive income (` in Mn)

A 6,403.70 2,500.47

Weighted average number of shares subscribed B 87,427,094 86,108,444 Face value of equity shares (in `) fully paid 2.00 2.00 Basic EPS (`) A/B 73.25 29.04

- in respect of discontinued operationsProfit after tax as per statement of profit and loss before other comprehensive income (` in Mn)

A - (565.71)

Weighted average number of shares subscribed B 87,427,094 86,108,444 Face value of equity shares (in `) fully paid 2.00 2.00 Basic EPS (`) A/B - (6.57)

DILUTED- in respect of continuing operations

Profit after tax as per statement of profit and loss before other comprehensive income (` in Mn)

A 6,403.70 2,500.47

Weighted number of shares subscribed B 87,427,094 86,108,444 Add: Potential equity shares on account of conversion of employee stock option

C 1,007,730 2,051,759

Weighted average number of shares outstanding D=B+C 88,434,825 88,160,203 Diluted EPS (`) A/D 72.41 28.36

- in respect of discontinued operationsProfit after tax as per statement of profit and loss before other comprehensive income (` in Mn)

A - (565.71)

Weighted number of shares subscribed B 87,427,094 86,108,444 Add: Potential equity shares on account of conversion of employee stock option

C 1,007,730 2,051,759

Weighted average number of shares outstanding D=B+C 88,434,825 88,160,203 Diluted EPS (`) A/D - (6.57)


30 CAPITAL, OTHER COMMITMENTS AND CONTINGENT LIABILITIES AT BALANCE SHEET DATE:

Capital and Other Commitments

(` in Mn)


As at Mar 31, 2020

Commitments to contribute funds for the acquisition of property, plant and equipment and intangible assets

17.85 34.50

Total 17.85 34.50

Contingent Liabilities

(` in Mn)


As at Mar 31, 2020

Corporate guarantee (Refer Note 30.1) 2,100.00 2,100.00

Disputed income tax demand (Refer Note 30.2) 135.33 86.23

Total 2,235.33 2,186.23

30.1 Corporate guarantee issued to a bank towards provision of credit facilities to a subsidiary of the Company.

30.2 Amount paid under protest with respect to income tax demand ` 135.33 Mn (PY - ` 16.56 Mn)

Management believes that the ultimate outcome of above matters will not have a material adverse impact on its financial position, results of operations and cash flows. In respect of above matters, future cash outflows in respect of contingent liabilities are determinable only on receipt of judgements pending at various authorities.

31 CORPORATE SOCIAL RESPONSIBILITY

During the year , the Company has spent its entire liability of `27.65 Mn (P.Y. ` 27.03 Mn) as required to be spent as per section 135 of the Companies Act 2013 in respect of Corporate Social Responsibility (CSR). The Company is committed to supporting development of the country by contributing in achieving sustainable development goals and all its activities are directed towards this. Going forward these projects will be consolidated and scaled to achieve a larger and deeper impact. The key focus areas include education and healthcare including COVID Relief. (Refer Note 35 on Related Party Disclosures)

32 BUSINESS COMBINATION

(i) During the year ended March 31, 2021, the company did not have any transaction involving Business Combination.

(ii) During the previous year ended March 31, 2020, the Company had carried out certain transactions involving Business Combination. The details of the transactions are as follows:

a. Amalgamation of a subsidiary

On November 22, 2018, IIFL Wealth Management Limited acquired 100% stake in IIFL Wealth Advisors (India) Limited (Formerly known as Wealth Advisors (India) Private Limited). Thereafter, on 29 January 2019, the Board of Directors of IIFL Wealth Management Limited (the “Transferee Company”) approved a draft scheme of amalgamation of IIFL Wealth Advisors (India) Limited (the “Transferor Company”) with the Transferee Company and their respective shareholders in terms of the provisions of Sections 230 to 232 read with other applicable provisions of the Companies Act, 2013 (the “Scheme”).

The National Company Law Tribunal (Tribunal) Bench at Mumbai has approved the aforementioned Scheme on October 24, 2019 and the National Company Law Tribunal Bench at Chennai approved the Scheme on December 20, 2019 under the applicable provisions of the Companies Act, 2013 and the appointed date of the Scheme is fixed as November 22, 2018.

Certified copy of the said order of the Mumbai Bench and Chennai Bench of the Tribunal was received by the Company on December 2, 2019 and December 27, 2019 respectively and filed with the Registrar of Companies on December 27, 2019.

The effect of net profit arising from accounting of amalgamation for the period November 22, 2018 to March 31, 2019 amounting to ` 34.01 Mn has been adjusted to the balance of Other Equity as on April 1, 2019.


b. Transfer of Business

The Company entered into a business transfer arrangement with its subsidiary companies wef. January 1, 2020 and disposed off the Distribution Business and PMS Business to IIFL Wealth Prime Limited (Formerly known as IIFL Wealth Finance Limited) (IIFL WF) and IIFL Wealth Portfolio Managers Limited (Formerly IIFL Alternate Asset Advisors Limited) (IIFL PML). Accordingly, the Company has transferred all its Employees, Assets, Liabilities, Contracts, Intangible Assets, relevant inputs, processes and outputs pertaining to such business for a lump sum consideration, the details of which are given below.

(` in Mn)

Particulars In IIFL WF In IIFL PML

Purchase Consideration 4,190.00 110.00

Net Assets Transferred 4,185.02 109.78

Excess/ (Deficit) 4.98 0.22

This, being a common control business combination within the meaning of IND AS 103, the Standalone financial statements of the Company of previous reported periods have been restated to give effect to the said business transfer arrangement. The net profit/loss in respect of the said businesses transferred has been disclosed as “Profit/Loss on Discontinued Operations in the Standalone Profit and Loss Account”.

The following table sets out the summarised standalone financial results of the Company without considering the effects for transfer of business referred to above as discontinued operations for the earlier reported periods.

(` in Mn)

Particulars Year ended March 31, 2020

Revenue from operations 3,712.88

Other Income 1,971.19

Total Income 5,684.07

Total Expenses 3,741.22

Profit before tax 1,942.85

Total Tax Expense 8.09

Profit for the year 1,934.76

Other Comprehensive loss net of tax (5.68)

Total Comprehensive Income for the year(Comprising Profit and other Comprehensive loss for the year)

1,929.08

The below table sets out financial results of the discontinued operations included in the Statement of Profit and loss account:

(` in Mn)

Particulars Year ended March 31, 2020

Discontinued Operations

Total Revenue 1,559.76

Total Expenses 2,410.03

Loss before tax (850.27)

Total Tax Expense (284.56)

Loss for the year (565.71)

Other Comprehensive loss net of tax (5.46)

Total Comprehensive loss for the year(Comprising Loss and other Comprehensive Loss for the year)

(571.17)


The below table sets out cashflow from discontinued operations included in the Statement of Cashflow:

(` in Mn) Particulars Year ended

March 31, 2020

Casflows from Discontinued Operations A. Cash flows from operating activities

Net profit before taxation (850.27)Operating profit before working capital changes (653.55)Net cash generated from operating activities (A) 151.05 Net cash used in investing activities (B) (151.05)Net cash (used in)/generated from financing activities (C) -

Net Cash inflows (A+B+C) -

33 DISCLOSURE PURSUANT TO IND AS 107 “FINANCIAL INSTRUMENTS: DISCLOSURES”

Financial Risk Management

33A. 1. Credit Risk

Credit risk refers to risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. Credit risk assessment on various components is described below:

1) Loans

The Company has outstanding loans to staff and Inter corporate deposits. The company has not made any provision on ECL as credit risk is considered insignificant.

2) Trade and other Receivables

The Company’s trade receivables primarily include receivables from mutual funds, alternative Investment funds, customers under Portfolio Management scheme and Advisory services arrangements. The Company has made lifetime expected credit loss provision based on provision matrix which takes into account historical experience in collection and credit losses.

Movement in the Expected Credit Loss/ Impairment Loss allowance with regards to trade receivables is as follows :

(` in Mn)

Particulars Year Ended 31/03/2021

Year Ended 31/03/2020

Balance at the beginning of the year - 0.47

On account of merger - 0.03

Movement in expected credit loss allowances on trade receivable (includes discontinued operations)

19.46 0.20

Transferred on account of slump sale - (0.70)

Others (0.01) -

Balance at the end of the year 19.45 -

3) Others

In addition to the above, balances and deposits with banks, investments in bonds, debt securities and in units of funds and other financial assets also have exposure to credit risk.

Credit risk on balances and deposits with banks is limited as these balances are generally held with banks and financial institutions with high credit ratings and/or with capital adequacy ratio above the prescribed regulatory limits.

The credit risk in respect of investments in bonds, debt securities and in units of funds classified as Fair Value through Profit or Loss is priced in the fair value of the respective instruments.

Credit Risk on Other Financial assets is considered insignificant considering the nature of such assets and absence of counterparty risk.


33B. Liquidity Risk

Liquidity risk refers to the risk that the Company may not be able to meet its short-term financial obligations. The Company manages liquidity risk by maintaining sufficient cash and marketable securities and by having access to funding through an adequate amount of credit lines. Further, The Company has well defined Asset Liability Management (ALM) Framework with an appropriate organizational structure to regularly monitor and manage maturity profiles of financial assets and financial liabilities including debt financing plans, cash and cash equivalent instruments to ensure liquidity. The Company seeks to maintain flexibility in funding mix by way of sourcing the funds through money markets, debt markets and banks to meet its business and liquidity requirements.

The following table shows the maturity profile of Financial liabilities:

(` in Mn)

As at 31st March 2021

Financial liabilities Total Less than 1 months

1 months to 6 months

6 months to 1 year

Between 1 to 5 years

5 years and above

Trade Payables 115.12 102.50 12.21 0.41 - -

Debt securities 2,337.31 1,495.37 841.94 - - -

Other financial liabilities 137.28 5.46 130.30 1.52 - -

Total 2,589.71 1,603.33 984.45 1.93 - -

For Finance Lease Obligation maturity refer note 13

(` in Mn)




6 months to 1 year

Between 1 to 5 years

5 years and above

Trade Payables 91.98 85.95 5.64 0.39 - -

Other financial liabilities 1,672.54 - 1,672.47 0.07 - -

Total 1,764.52 85.95 1,678.11 0.46 - -


33C. Market Risk

Market risk is the risk of any loss in future earnings, in realizable fair values or in futures cash flows that may result from a change in the price of a financial instrument.

33C.1 Currency Risk

The Company (including its foreign subsidiaries) does not run a proprietary trading position in foreign currencies and foreign currency denominated instruments.However the Company has exposure to foreign currencies on account of business operations or by maintaining cash and cash equivalents and deposits with banks in currencies other than reporting/functional currencies.

The carrying amount of Financial assets and liabilities subject to foreign exchange risk for FY 2020-2021 are as below:

(` in Mn)

Particulars USD GBP MUR AED Euro CHF

Cash and Cash Equivalents 0.12 0.03 0.00# 0.00# 0.00# 0.01

Trade Receivables 3.75 - - - - -

Trade Payables - 1.66 - - - -

Particulars CAD HKD RIYAL RMB SGD OMR

Cash and Cash Equivalents 0.00# 0.01 0.00# 0.01 0.01 0.00#

Other receivables - 69.93 - - - -



(` in Mn)

Particulars USD GBP MUR AED Euro CHF

Cash and Cash Equivalents 0.10 0.03 0.00# 0.00# 0.00# 0.01

Trade Receivables 2.19 - - - - -

Trade Payables 22.18 5.71 - - - -

Particulars CAD HKD RIYAL RMB SGD OMR

Cash and Cash Equivalents 0.00# 0.01 0.00# 0.01 0.01 0.00#


Below is the sensitivity analysis for the year considering 1% appreciation/(depreciation):

2020-21 2019-20Increase Impact on Profit and Loss after tax 0.54 (0.19)Impact on Equity 0.54 (0.19)Decrease Impact on Profit and Loss after tax (0.54) 0.19 Impact on Equity (0.54) 0.19

33C.2 Interest rate risk

The Company has considered interest rate risk on financial assets and liabilities accounted for on amortised cost basis.

The Company’s exposure to changes in interest rates relates primarily to the Company’s outstanding floating rate debt. However, there are no borrowings outstanding at floating rate as on March 31, 2021 and March 31, 2020.

33C3. Other Price Risk

Other price risk is related to the change in market reference price of the derivative financial instruments, investments and debt securities which are fair valued and exposes the Company to price risks.

The carrying amount of financial assets and liabilities subject to price risk is as below:

(` in Mn)

Particulars As at 31st March 2021


Financial Assets

Investments 1,189.36 1,307.52

Total 1,189.36 1,307.52

Sensitivity to change in prices of the above assets and liabilities are measured on the following parameters

Investments in AIFs / MFs /others 1% change in the NAV/price

Investments in Debt securities and Government Securities, Debt Securities issued (Liabilities), and interest rate derivatives linked to underlying interest/price movements in the interest bearing securities

0.25% change in yield over duration of the instruments considering PV(0,1) as a measure of change in value

Below is the sensitivity analysis for the year :

2020-21 2019-20

Increase

Impact on Profit and Loss after tax 8.31 8.09

Impact on Equity 8.31 8.09

Decrease

Impact on Profit and Loss after tax (8.31) (8.58)

Impact on Equity (8.31) (8.58)


33D. Capital Management

The Company’s capital management is intended to create value for shareholders. The assessment of Capital level and requirements are assessed having regard to long-and short-term strategies of the Group and regulatory capital requirements of its businesses and constituent entities.

33E. Category-Wise Classification for applicable financial Assets and Liabilities

(` in Mn)

Sr No.

Particulars As at 31st March 2021Measure at Amortised

Cost

Measured at Cost

Measured At Fair Value

through Profit or

Loss (P/L)


through Other Com-prehensive

Income (OCI)

Total

Financial Assets(a) Cash and cash equivalents 1,370.95 - - - 1,370.95 (b) Bank balance other than (a) above 13.26 - - - 13.26 (c) Receivables -

(I) Trade receivables 588.23 - - - 588.23 (II) Other receivables 69.93 - - - 69.93

(d) Loans 3.61 - - - 3.61 (e) Investments - 19,232.89 1,189.36 - 20,422.25 (f) Other financial assets 1,366.03 - - - 1,366.03

Total 3,412.01 19,232.89 1,189.36 - 23,834.26 Financial Liabilities

(a) Payables - (I)Trade payables 115.12 - - - 115.12 (II) Other payables - - -

(b) Finance Lease Obligation 3.16 - 3.16 (c) Debt securities 2,337.31 - - - 2,337.31 (d) Other financial liabilities 137.28 - - - 137.28

Total 2,592.87 - - - 2,592.87

(` in Mn)

Sr No.


Measure at Amortised

Cost

Measured at Cost


through Profit or

Loss(P/L)



Income (OCI)

Total

Financial Assets

(a) Cash and cash equivalents 224.17 - - - 224.17

(b) Bank balance other than (a) above 11.45 - - - 11.45

(c) Receivables -

(I) Trade receivables 723.55 - - - 723.55

(II) Other receivables 0.00# - - - -

(d) Loans 62.93 - - - 62.93

(e) Investments - 18,532.79 1,307.52 - 19,840.31

(f) Other financial assets 981.38 - - - 981.38

Total 2,003.48 18,532.79 1,307.52 - 21,843.79


(` in Mn)

Sr No.



Cost

Measured at Cost


through Profit or

Loss(P/L)



Income (OCI)

Total

Financial Liabilities

(a) Payables -

(I)Trade payables 91.98 - - - 91.98

(II) Other payables - - - - -

(b) Finance Lease Obligation 3.41 - 3.41

(c) Other financial liabilities 1,672.54 - - - 1,672.54

Total 1,767.93 - - - 1,767.93

33E.1. fair values of financial instruments

The Company measures fair values using the following fair value hierarchy, which reflects the significance of the inputs used in making the measurements.

– Level 1: Inputs that are quoted market prices (unadjusted) in active markets for identical instruments. This include NAVs of the schemes of mutual funds.

– Level 2: Inputs other than quoted prices included within Level 1 that are observable either directly (i.e. as prices) or indirectly (i.e. derived from prices). This category includes instruments valued using: quoted market prices in active markets for similar instruments; quoted prices for identical or similar instruments in markets that are considered less than active; or other valuation techniques in which all significant inputs are directly or indirectly observable from market data.

– Level 3: Inputs that are unobservable. This category includes all instruments for which the valuation technique includes inputs that are not observable and the unobservable inputs have a significant effect on the instrument’s valuation. This category includes instruments that are valued based on quoted prices for similar instruments for which significant unobservable adjustments or assumptions are required to reflect differences between the instruments.

The Company uses widely recognised valuation methods to determine the fair value of common and simple financial instruments, such as interest rate swaps, options, which use only observable market data as far as practicable. Observable prices or model inputs are usually available in the market for listed debt and equity securities, exchange-traded derivatives and simple OTC derivatives such as interest rate swaps.

33E. 1a. Financial instruments measured at fair value – Fair value hierarchy

The following table analyses financial instruments measured at fair value at the reporting date, by the level in the fair value hierarchy into which the fair value measurement is categorised.

The amounts are based on the values recognised in the statement of financial position. The fair values include any deferred differences between the transaction price and the fair value on initial recognition when the fair value is based on a valuation technique that uses unobservable inputs.

(` in Mn)Financial instruments measured at fair value Recurring fair value measurements at 31.03.2021

Level 1 Level 2 Level 3 Total Financial AssetsInvestments in Equity instruments- Others 0.04 - - 0.04 Investments in Mutual funds 1,057.14 - - 1,057.14 Investments in Debt securities - 60.13 - 60.13 Investments in Alternate Investment Funds # - - 72.05 72.05 Total Assets 1,057.18 60.13 72.05 1,189.36 # The fair values of these investments are determined basis the NAV published by the funds.

33E. Category-Wise Classification for applicable financial Assets and Liabilities (continued)


(` in Mn)

Financial instruments measured at fair value Recurring fair value measurements at 31.03.2020

Level 1 Level 2 Level 3 Total

Financial Assets

Investments in Mutual funds 1,098.89 - 1,098.89

Investments in Debt securities 161.42 - 161.42

Investments in Alternate Investment Funds # - - 47.21 47.21

Total Assets 1,098.89 161.42 47.21 1,307.52

# The fair values of these investments are determined basis the NAV published by the funds.

Reconciliation of Level 3 fair value measurements

(` in Mn)



Opening Balance 47.21 80.64

Total gains or losses

- in profit or loss 1.23 238.17

MTM Gain / ( Loss ) 33.65 (23.22)

Purchases - (0.19)

Disposal/ Settlements (10.04) (248.19)

Transfer out of Level 3 - -

Closing Balance 72.05 47.21

33E. 1b fair value of financial assets and financial liabilities measured at amortised cost

Financial Assets and liabilities which are measured at amortised cost for which fair values are disclosed

(` in Mn)As at 31st March 2021 As at 31st March 2020

Carrying Value Fair Value Carrying Value Fair ValueFinancial AssetsCash and cash equivalents 1,370.95 1,370.95 224.17 224.17 Bank balance other than above 13.26 13.26 11.45 11.45 Receivables (I) Trade receivables 588.23 588.23 723.55 723.55 (II) Other receivables 69.93 69.93 0.00# 0.00# Loans 3.61 3.61 62.93 62.93 Investments - - - - Other financial assets 1,366.03 1,366.03 981.38 981.38 Financial Liabilities(I)Trade payables 115.12 115.12 91.98 91.98 (II) Other payables - - - - Finance Lease Obligation 3.16 3.16 3.41 3.41 Borrowings (other than debt securities) 2,337.31 2,337.31 - - Other financial liabilities 137.28 137.28 1,672.54 1,672.54

Financial assets measured at amortised cost:

The carrying amounts of cash and cash equivalents and other bank balances ,trade and other receivables, loans and other financial assets are considered to be the same as their fair values due to their short-term nature.

Financial liabilities measured at amortised cost:

The carrying amounts of trade payables, borrowings and other financial liabilities are considered to be the same as their fair values due to their short-term nature.


34

34A. The Company i.e. IIFL Wealth Management Limited has implemented equity settled Employee Stock Options Scheme 2012 (ESOP 2012), Employee Stock Options Scheme 2015 (ESOP 2015) and Employee Stock Options Scheme 2019 (ESOP 2019) and has outstanding options granted under the said schemes. The options vest in graded manner and must be exercised within a specified period as per the terms of grants by the Nomination and Remuneration Committee and ESOP Schemes.

The details of various Employee Stock Option Schemes are as under:

Particulars ESOP 2012 ESOP 2015 ESOP 2019

No. of options granted upto March 31,2021

2,731,935 9,242,941 2,456,439

(A – 1,240,900; B – 752,550; C – 607,500; D - 117,100; E -

13,885)

(A - 4,200,000; B - 2,765,945; C - 900,000;

D- 950,000; E - 121,141; F - 135,827; G - 170,028 )

(A - 1,242,909; B - 1,096,000; C - 61,530; D - 20,000; E - 36,000)

Grant dates A - March 28, 2012; B - August 29, 2013; C - March

26, 2014; D - Jun 03, 2014, E - January 28, 2018

A - July 02, 2015,B - July 02, 2015, C - November 10, 2016

D- July 21, 2017; E - January 13, 2018; F - January 28,

2018; G - January 29, 2019

A - November 15, 2019,B - November 15, 2019,

C - October 23, 2020, D - October 23, 2020, E - February

25, 2021

Method of accounting

Fair value Fair value Fair value

Vesting plan Options granted would vest within a period of seven

years subject to a minimum period of one year from

the date of grant of such options

Options granted would vest as per the vesting schedule as determined under each

series of grant approved by Nomination & Remuneration

Committee subject to minimum period of one year

from the date of grant of such options

Options granted would vest as per the vesting schedule as

determined under each series of grant approved by Nomination

& Remuneration Committee subject to minimum period of

one year from the date of grant of such options

Exercise period Seven years from the date of grant

Seven years from the date of grant


Grant price (` Per Share)

A - ` 10.00, B - ` 16.00, C - ` 19.00, D - ` 19.00, D - ` 417

.00

A, B - ` 282.00, C – ` 339.00, D,E, F - ` 417.00, G - `

1661.00

A - ` 861.00, B – ` 861.00, C - ` 900.00, D - ` 900.00, E - `

1147.00

Fair value on the date of grant of option (` Per Share)

` 11.80 - ` 409.00 ` 274.00 - `1297.00 ` 899.45 - ` 1223.80

(B) Movement of options granted:



Options outstanding at the beginning of April 01, 2020 14,245 1,320,195 2,299,326

Granted during the year - - 117,530

Exercised during the year 5,131 545,077 125,026

Lapsed during the year 7,000 33,425 84,127

Options outstanding as at March 31, 2021 2,114 741,693 2,207,703

Exercisable at the end of the year March 31,2021 1,560 329,604 585,980

Weighted average exercise price for the options exercised during the year FY 20-21

` 80.94 ` 358.64 ` 861.00

Range of exercise price for the options outstanding at the end of the year March 31, 2021

` 19.00 to ` 417.00

` 282.00 to ` 1661.00

` 861.00 to ` 1147.00



Particulars ESOP 2012 ESOP 2015 ESOP 2019Options outstanding at the beginning of April 01, 2019 19,195 3,472,436 - Granted during the year - - 2,338,909 Exercised during the year 4,950 1,968,337 - Lapsed during the year - 183,904 39,583 Options outstanding as at March 31, 2020 14,245 1,320,195 2,299,326 Exercisable at the end of the year March 31,2020 5,914 386,221 - Weighted average exercise price for the options exercised during the year FY 19-20

` 340.19 ` 309.28 NA


` 16.00 to ` 417.00

` 282.00 to ` 1661.00

` 861.00

Fair Value Assumptions:

The fair value of options have been estimated on the date of grant using Black Scholes model.

Key Assumptions used in Black-Scholes model for calculating fair value as on the date of grant are as follows:


Risk free interest rate 6.67%-9.09% 6.19%-7.86% 4.20%-5.99%

Expected average life 2-5 years 2-5 years 2-6 years

Expected volatility of Share Price 10.00% 10.00% 12.24% - 18.50%

Dividend yield 3%-23.19% 1.5% - 3% 1.95% - 3%

Fair value on the date of the grant ` 11.80 - ` 409.00

` 274.00 - `1297.00

` 899.45 - ` 1223.80

34B In terms of the Composite Scheme of Arrangement (Scheme) amongst IIFL Finance Limited (formerly known as IIFL Holdings Limited), India Infoline Finance Limited, India Infoline Media and Research Services Limited (“IIFL M&R”), IIFL Securities Limited (“IIFL Securities”), the Company (“IIFL Wealth”) and IIFL Distribution Services Limited (“IIFL Distribution”), and their respective shareholders, under Sections 230 - 232 and other applicable provisions of the Companies Act, 2013 (“Scheme”) which was approved by the National Company Law Tribunal Bench at Mumbai (Tribunal) on March 07, 2019 under the applicable provisions of the Companies Act, 2013, the equity options holders of IIFL Finance Limited (formerly known as IIFL Holdings Limited) (Options holders) shall be granted 1 stock option by the Company for every 7 stock options held in IIFL Finance Limited, on terms and conditions similar to the ESOP Scheme of IIFL Finance Limited. Accordingly, 1,27,912 options of IIFL Wealth Management Limited were granted on August 21, 2019.

Particulars ESOP Scheme Pursuant to Composite Scheme of Demerger

No. of options granted upto March 31,2020 127,912

A - 127,912

Grant dates A – 31st May 2019 (i.e. effective date of Demerger)

Method of accounting NA*

Vesting plan Options granted would vest as per the vesting schedule as determined under each series of grant of IIFL Finance Limited (formerly known as IIFL Holdings Limited) after taking the effect of demerger dated May 31, 2019 and as approved by Nomination & Remuneration Committee subject to minimum period of one year from the original date of grant of such options

Exercise period Five years from the Original date of grant

Grant price (` Per Share) ` 82.02, `218.71, `25.79, `26.47, `31.05, `61.40, `82.73


NA*

* the scheme has been implemented on account of Composite Scheme of Arrangement as mentioned above in lieu of existing ESOP scheme of IIFL Finance Limited (formerly Known as IIFL Holdings Ltd.). This, being in the nature of modification of erstwhile ESOP scheme of IIFL Finance Ltd., no separate fair valuation is required to be carried out by the Company





Options outstanding at the beginning of April 01, 2020 43,687

Granted during the year 0

Exercised during the year 26,494

Lapsed during the year 1,183

Options outstanding as at March 31, 2021 16,010

Exercisable at the end of the year March 31,2021 15,324


` 86.45


` 82.02 to ` 218.71



Options outstanding at the beginning of April 01, 2019 0

Granted during the year 127,912






` 43.28


` 82.02 to ` 218.71

35 RELATED PARTY DISCLOSURES:

Related party disclosures for the year ended 31st March, 2021

a) List of Related Parties:

Nature of relationship Name of party

Director/ Key Managerial Personnel Mr. Karan Bhagat, Managing Director

Mr. Yatin Shah, Non-Executive Director

Mr. Nirmal Jain, Director, Non-Executive Director

Mr. Venkataraman Rajamani, Non-Executive Director

Mr. Nilesh Vikamsey, Independent Director

Ms. Geeta Mathur, Independent Director

Mr. Sandeep Achyut Naik, Non-Executive Director

Mr. Shantanu Rastogi, Non-Executive Director

Mr. Pankaj Vaish, Independent Director

Mr. Gopalkrishnan Soundarajan, Non-Executive Director

Mr. Subbaraman Narayan, Independent Director

Subsidiaries including step down subsidiaries

IIFL Wealth Prime Limited (Formerly known as IIFL Wealth Finance Limited)

IIFL Asset Management Limited

IIFL Investment Adviser and Trustee Services Limited



IIFL Trustee Limited

IIFL Wealth Portfolio Managers Limited (Formerly known as IIFL Portfolio Managers Limited)

IIFL Wealth Distribution Services Limited (Formerly known as IIFL Distribution Services Limited)

IIFL Wealth Securities IFSC Limited

IIFL Wealth Altiore Limited (Formerly known as IIFL Altiore Advisors Limited)

IIFL Wealth Advisors (India) Limited (amalgamated with IIFL Wealth Management Ltd w.e.f December 27, 2019)

IIFL Wealth Employee Welfare benefit Trust

IIFL Private Wealth Management (Dubai) Limited

IIFL Inc.

IIFL Private Wealth Hong Kong Limited *

IIFL Asset Management (Mauritius) Limited (Formerly Known as IIFL Private Wealth (Mauritius) Ltd)

IIFL (Asia) Pte. Limited

IIFL Capital Pte. Limited

IIFL Securities Pte. Limited

IIFL Capital (Canada) Limited

IIFLW CSR Foundation (w.e.f Jan 20, 2020)

IIFL Wealth Capital Markets Limited (Formerly known as L & T Capital Markets Limited) **

Other Related Party IIFL Finance Limited (Formerly known as IIFL Holdings Limited)

IIFL Securities Limited (Formerly known as India Infoline Limited)

IIFL Commodities Limited (Formerly known as India Infoline Commodities Limited)

IIFL Insurance Brokers Limited (Formerly known as India Infoline Insurance Brokers Limited)

IIFL Management Services Limited (Formerly known as India Infoline Insurance Services Limited)

IIFL Wealth (UK) Limited***

IIFL Capital Inc.

IIFL Facilities Services Limited (Formerly known as IIFL Real Estate Limited)

IIFL Securities Services IFSC Limited

IIFL Corporate Services Limited (Formerly known as IIFL Asset Reconstruction Limited)

IIFL Home Finance Limited

Samasta Microfinance Limited

Meenakshi Tower LLP (Joint Venture of IIFL Management Services Limited)

Shreyans Foundation LLP

FIH Mauritius Investment Limited

India Infoline Foundation

5paisa Capital Limited

5paisa P2P Limited

5paisa Insurance Brokers Limited



5paisa Trading Limited

General Atlantic Singapore Fund Pte Limited

Mr. Karan Bhagat

Mrs. Shilpa Bhagat (Spouse of Mr. Karan Bhagat)

Kush Family Private Trust

Kyra Family Private Trust

Kyrush Investments

Bhagat Family Private Trust

Kyrush Family Private Trust

Kyrush Trading & Investments Private Limited (Formerly known as Kyrush Realty Private Limited)

Mrs. Ami Yatin Shah (Spouse of Mr. Yatin Shah)

Mr. Prakashchandra Shah (Father of Mr. Yatin Shah)

Yatin Prakash Shah HUF

Yatin Investments

Naykia Realty Private Limited

Naykia Family Private Trust

Prakash Shah Family Private Trust

Naysa Shah Family Private Trust

Kiaan Shah Family Private Trust

India Alternatives Investment Advisors Private Limited resigned w.e.f. 31.05.2020

Financial advisors (India)Private Limited

CDE Real Estate Private Limited Resigned w.e.f January 19, 2021

Mr. Nirmal Jain

Mrs. Madhu Jain (Spouse of Mr. Nirmal Jain)

Ardent Impex Private Limited

Orpheous Trading Private Limited

Sunder Bhawar Ventures Private Limited

Nirmal Madhu Family Private Trust

MNJ Consultants Private Limited


Ms. Aditi Athavankar (Spouse of Mr. Venkataraman Rajamani)

Kalki Family Private Trust

*IIFL Private Wealth (Hongkong) Limited has completed voluntary liquidation

**IIFL Wealth Capital Markets Limited is now Wholly Owned Subsidiary of IIFL Wealth Finance Limited with effect from April 24, 2020.


35 RELAtED PARty DISCLOSURES: (CONtINUED)

a) Significant transactions With Related parties

(` in Mn)Nature of Transaction Director/

Key Managerial

Personnel

Subsidiaries including

step down subsidiaries

Other Related Parties

Total

InvestmentIIFL Capital Pte Limited - 743.91 - 743.91

- - - - IIFL Wealth Distribution Services Limited (Formerly IIFL Distribution Services Limited)

- - - -

- (299.95) - (299.95)IIFL Wealth Altiore Advisors Limited (Formerly IIFL Altiore Advisors Limited)

- - - -

- (12.50) - (12.50)Slump Sale/Business TransferIIFL Wealth Prime Limited (Formerly IIFL Wealth Finance Limited)

- - - -

- (4,190.00) - (4,190.00)IIFL Wealth Portfolio Managers Limited (Formerly known as IIFL Portfolio Managers Limited)

- - - -

- (110.00) - (110.00)Amount received/ receivable on account of reimbursement of Expenses for transition period and creditors paidIIFL Wealth Prime Limited (Formerly IIFL Wealth Finance Limited)

- 5.16 - 5.16

- (167.12) - (167.12)IIFL Wealth Portfolio Managers Limited (Formerly known as IIFL Portfolio Managers Limited)

- - - -

- (3.34) - (3.34)Amount paid / payable on account of Transfer of Revenue for transition period & realisation of debtorsIIFL Wealth Prime Limited (Formerly IIFL Wealth Finance Limited)

- 335.83 - 335.83

- (1,117.53) - (1,117.53)IIFL Wealth Portfolio Managers Limited (Formerly known as IIFL Portfolio Managers Limited)

- 26.55 - 26.55

- (89.34) - (89.34)Sale of InvestmentsIIFL Wealth Portfolio Managers Limited (Formerly known as IIFL Portfolio Managers Limited)

- - - -

- (33.52) - (33.52)IIFL Wealth Prime Limited (Formerly IIFL Wealth Finance Limited)

- 168.69 - 168.69

- (274.78) - (274.78)Purchase of InvestmentIIFL Wealth Prime Limited (Formerly IIFL Wealth Finance Limited)

- 1,247.27 - 1,247.27

- - - - IIFL Wealth Portfolio Managers Limited (Formerly known as IIFL Portfolio Managers Limited)

- 900.97 - 900.97

- - - - Purchase of PropertyIIFL Facilities Services Limited - - - -

- - (2,250.00) (2,250.00)ICD takenIIFL Wealth Distribution Services Limited (Formerly IIFL Distribution Services Limited)

- 2,495.00 - 2,495.00

- (2,036.10) - (2,036.10)



Key Managerial

Personnel




Total

IIFL Asset Management Limited - 9,210.00 - 9,210.00 - (7,354.30) - (7,354.30)

IIFL Wealth Capital Markets Limited (Formerly known as L & T Capital Markets Limited

- 1,610.00 - 1,610.00


- 10,960.00 - 10,960.00

- (8,562.15) - (8,562.15)IIFL Wealth Prime Limited (Formerly IIFL Wealth Finance Limited)

- 35,236.10 - 35,236.10

- (47,961.40) - (47,961.40)IIFL Investment Adviser and Trustee Services Limited - 1,210.00 - 1,210.00

- (1,474.10) - (1,474.10)ICD RepaidIIFL Wealth Distribution Services Limited (Formerly IIFL Distribution Services Limited)

- 2,495.00 - 2,495.00

- (2,094.00) - (2,094.00)IIFL Asset Management Limited - 10,710.00 - 10,710.00

- (7,240.50) - (7,240.50)IIFL Wealth Capital Markets Limited (Formerly known as L & T Capital Markets Limited

- 1,610.00 - 1,610.00


- 11,610.00 - 11,610.00

- (10,093.75) - (10,093.75)IIFL Wealth Prime Limited (Formerly IIFL Wealth Finance Limited)

- 37,067.00 - 37,067.00

- (46,712.60) - (46,712.60)IIFL Investment Adviser and Trustee Services Limited - 1,480.00 - 1,480.00

- (1,600.80) - (1,600.80)ICD GivenIIFL Investment Adviser and Trustee Services Limited - 8,930.00 - 8,930.00


- 16,610.00 - 16,610.00

- (6,119.10) - (6,119.10)IIFL Wealth Distribution Services Limited (Formerly IIFL Distribution Services Limited)

- 5,820.00 - 5,820.00

- (6,467.50) - (6,467.50)IIFL Asset Management Limited - 2,557.00 - 2,557.00

- - - - IIFL Wealth Prime Limited (Formerly IIFL Wealth Finance Limited)

- 47,315.00 - 47,315.00

- (11,116.52) - (11,116.52)IIFL Trustee Limited - 45.00 - 45.00

- (4.80) - (4.80)IIFL Wealth Securities IFSC Limited - - - -

- (0.05) - (0.05)IIFL Wealth Altiore Limited (Formerly known as IIFL Altiore Advisors Limited)

- 5.89 - 5.89

- (25.91) - (25.91)IIFL Wealth Employee Welfare Benefit Trust - 10.00 - 10.00

- (0.24) - (0.24)IIFL Wealth Capital Markets Limited (Formerly known as L & T Capital Markets Limited

- 25.77 - 25.77

- - - -



Key Managerial

Personnel




Total

ICD Received backIIFL Investment Adviser and Trustee Services Limited - 8,930.00 - 8,930.00


- 16,610.00 - 16,610.00

- (6,119.10) - (6,119.10)IIFL Wealth Distribution Services Limited (Formerly IIFL Distribution Services Limited)

- 5,820.00 - 5,820.00

- (2,216.60) - (2,216.60)IIFL Trustee Limited - 45.00 - 45.00

- (4.80) - (4.80)IIFL Asset Management Limited - 2,557.00 - 2,557.00


- 47,315.00 - 47,315.00

- (11,116.52) - (11,116.52)IIFL Wealth Altiore Limited (Formerly known as IIFL Altiore Advisors Limited)

- 24.08 - 24.08


- - - - IIFL Wealth Capital Markets Limited (Formerly known as L & T Capital Markets Limited

- 25.77 - 25.77

- - - - IIFL Management Services Limited (Formerly known as India Infoline Insurance Services Limited)

- - - -

- - (65.00) (65.00)Dividend IncomeIIFL Asset Management (Mauritius) Limited (Formerly IIFL Private Wealth (Mauritius) Ltd)

- 74.28 - 74.28

- - - - IIFL Private Wealth Management Dubai Limited - 90.72 - 90.72


- 3,207.68 - 3,207.68

- (1,344.17) - (1,344.17)IIFL Investment Adviser and Trustee Services Limited - - - -

- (193.74) - (193.74)IIFL Trustee Limited - 50.00 - 50.00

- - - - IIFL Asset Management Limited - 1,749.45 - 1,749.45


- 528.90 - 528.90

- (199.58) - (199.58)Fees Earned For Services (including Brokerage) renderedIIFL Securities Limited - - 46.03 46.03

- - (60.82) (60.82)IIFL Wealth Capital Markets Limited (Formerly known as L & T Capital Markets Limited

- 1.29 - 1.29

- - - - Samasta Microfinance Limited - - 8.28 8.28

- - - - IIFL Finance Limited (Formerly known as IIFL Holdings Limited) - - 121.34 121.34

- - (114.63) (114.63)



Key Managerial

Personnel




Total

IIFL Wealth Distribution Services Limited (Formerly IIFL Distribution Services Limited)

- 27.18 - 27.18

- (19.48) - (19.48)IIFL Asset Management Limited - 27.80 - 27.80

- (26.61) - (26.61)IIFL Investment Adviser and Trustee Services Limited - 5.95 - 5.95


- 9.06 - 9.06


- 63.76 - 63.76

- (15.94) - (15.94)Interest Income on ICD GivenIIFL Wealth Altiore Limited (Formerly known as IIFL Altiore Advisors Limited)

- 0.89 - 0.89


- 22.42 - 22.42


- (0.48) - (0.48)IIFL Wealth Distribution Services Limited (Formerly IIFL Distribution Services Limited)

- 10.68 - 10.68


- - - - IIFL Trustee Limited - 0.02 - 0.02

- - - -

IIFL Wealth Prime Limited (Formerly IIFL Wealth Finance Limited)

- 77.15 - 77.15

- (9.63) - (9.63)IIFL Wealth Securities IFSC Limited - 0.05 - 0.05



- 0.13 - 0.13

- - - - IIFL Management Services Limited - - - -

- - (3.15) (3.15)Interest Expense on ICDIIFL Wealth Distribution Services Limited (Formerly IIFL Distribution Services Limited)

- 14.18 - 14.18




- 13.32 - 13.32


- 61.07 - 61.07

- (132.80) - (132.80)



Key Managerial

Personnel




Total


- 36.33 - 36.33

- (144.71) - (144.71)Fees/Expenses incurred/Reimbursed For Services ProcuredIIFL Wealth Distribution Services Limited (Formerly IIFL Distribution Services Limited)

- - - -

- (51.66) - (51.66)IIFL Investment Adviser and Trustee Services Limited - - - -


- - - -


- - - -

- (19.22) - (19.22)IIFL INC - - - -

- (101.12) - (101.12)Corporate Social Responsibility ExpIndia Infoline Foundation Limited - - - -

- - (26.68) (26.68)IIFLW CSR Foundation - 37.27 - 37.27

- - - - Remuneration paid to Directors/KMPMr. Karan Bhagat 49.57 - - 49.57

(50.06) - - (50.06)Mr. Yatin Shah - - - -

(28.17) - - (28.17)Mr. Varun Bhagat - - - -

- - (2.28) (2.28)Gratuity ExpenseMr.Karan Bhagat - - - -

(0.06) - - (0.06)Sitting Fee\Commission Paid to DirectorsMs. Geeta Mathur 2.06 - - 2.06

(1.85) - - (1.85)Mr. Nilesh Vikamsey 2.18 - - 2.18

(2.01) - - (2.01)Mr. Pankaj Vaish 1.87 - - 1.87

(0.24) - - (0.24)Mr. S Narayan 0.87 - - 0.87

(0.84) - - (0.84)Dividend PaidMr. Karan Bhagat 12.83 - - 12.83

(6.42) - - (6.42)Mr. Yatin Shah 233.12 - - 233.12

(66.28) - - (66.28)General Atlantic Singapore Fund Pte Ltd - - 1,303.37 1,303.37

- - (372.39) (372.39)Mrs. Shilpa Bhagat - - 78.81 78.81

- - (22.52) (22.52)Mrs. Aditi Athavankar - - 92.00 92.00

- - (0.57) (0.57)Mrs. Ami Yatin Shah - - 0.04 0.04

- - (0.01) (0.01)Mrs. Madhu Jain - - 96.25 96.25

- - (34.50) (34.50)



Key Managerial

Personnel




Total

Mr. Nirmal Jain 436.02 - - 436.02 (132.58) - - (132.58)

Mr. Prakash C. Shah - - - - - - (0.20) (0.20)

Mr. Venkataraman R. 94.44 - - 94.44 (31.38) - - (31.38)

Yatin Prakash Shah (HUF) - - - - - - (0.23) (0.23)

Ardent Impex Pvt Ltd - - 34.00 34.00 - - (7.71) (7.71)

Orpheus Trading Pvt Ltd - - 16.50 16.50 - - (3.71) (3.71)

Kyra Family Private Trust - - 105.00 105.00 - - - -

Kush Family Private Trust - - 105.00 105.00 - - - -

Nirmal Madhu Family Private Trust - - 100.00 100.00 - - - -

FIH Mauritius Investment Limited - - 846.41 846.41 - - - -

Mr. Nilesh Vikamsey 0.71 - - 0.71 - - - -

Reimbursement of Interest expensesIIFL Wealth Distribution Services Limited (Formerly IIFL Distribution Services Limited)

- 134.72 - 134.72

- (126.35) - (126.35)Allocation / Reimbursement of expenses ReceivedIIFL Asset Management Limited - 19.97 - 19.97



- 20.17 - 20.17


- 113.28 - 113.28

- (30.33) - (30.33)IIFLW CSR Foundation - 0.29 - 0.29

- - - - IIFL Finance Limited (Formerly known as IIFL Holdings Limited) - - 4.15 4.15

- - - - Allocation / Reimbursement of expenses PaidIIFL Securities Limited - - 0.03 0.03

- - (3.21) (3.21)IIFL Finance Limited (Formerly known as IIFL Holdings Limited) - - 0.18 0.18

- - (5.63) (5.63)IIFL Wealth Portfolio Managers Limited (Formerly known as IIFL Portfolio Managers Limited)

- - - -


- - - -

- (0.42) - (0.42)IIFL Facilities Services Limited - - - -

- - (1.37) (1.37)Other funds receivedIIFL Finance Limited (Formerly known as IIFL Holdings Limited) - - 0.06 0.06

- - (0.99) (0.99)



Key Managerial

Personnel




Total

IIFL Securities Limited - - 0.30 0.30 - - (0.38) (0.38)

IIFL Trustee Limited - 1.96 - 1.96 - (0.88) - (0.88)

IIFL Investment Adviser and Trustee Services Limited - 1.18 - 1.18 - (12.16) - (12.16)


- 8.03 - 8.03


- 1.06 - 1.06

- (7.90) - (7.90)IIFL Wealth Securities IFSC Limited - 0.83 - 0.83



- 143.73 - 143.73


- 0.17 - 0.17

- (4.03) - (4.03)IIFL Home Finance Limited - - 0.06 0.06

- - (0.13) (0.13)IIFL Wealth Capital Markets Limited (Formerly known as L & T Capital Markets Limited

- 2.05 - 2.05

- - - - IIFL Insurance Brokers Limited - - - -

- - (0.06) (0.06)Other funds paidIIFL Securities Limited - - 0.03 0.03

- - (1.60) (1.60)IIFL Finance Limited (Formerly known as IIFL Holdings Limited) - - - -

- - (0.14) (0.14)IIFL Wealth Portfolio Managers Limited (Formerly known as IIFL Portfolio Managers Limited)

- 1.83 - 1.83



- 1.15 - 1.15


- 1.50 - 1.50



- - - -


- 0.05 - 0.05

- - - - IIFL Insurance Brokers Limited - - 0.02 0.02

- - (0.03) (0.03)


(c) Amount due to / from related parties (Closing Balances):

(` in Mn)

Particulars Key Management

Personnel

Subsidiary Other Related Parties

Total

Sundry payables

IIFL Investment Adviser and Trustee Services Limited - - - -

- (29.31) - (29.31)

IIFL Finance Limited (Formerly known as IIFL Holdings Limited) - - - -

- - (0.63) (0.63)

IIFL Securities Limited - - - -

- - (0.05) (0.05)


- 121.38 - 121.38

- - - -

Sundry receivables


- - - -

- (225.62) - (225.62)


- 3.89 - 3.89

- (9.32) - (9.32)

IIFLW CSR Foundation - 0.34 - 0.34

- - - -


- 1,304.52 - 1,304.52

- (237.89) - (237.89)

IIFL Asset Management Limited - 44.04 - 44.04

- (79.19) - (79.19)


- - - -

- (3.31) - (3.31)

IIFL Wealth Securities IFSC Limited - 1.53 - 1.53

- (0.64) - (0.64)

IIFL Investment Adviser and Trustee Services Limited - 0.19 - 0.19

- - - -

IIFL Finance Limited (Formerly known as IIFL Holdings Limited) - - 1.74 1.74

- - - -

IIFL Wealth Employee Welfare Benefit Trust - - - -

- (4.32) - (4.32)

IIFL Wealth Capital Markets Limited (Formerly known as L & T Capital Markets Limited

- 2.98 - 2.98

- - - -

IIFL Securities Limited - - 0.06 0.06

- - - -

IIFL Home Finance Limited - - 0.01 0.01

- - - -

Samasta Microfinance Limited - - 9.15 9.15

- - - -

ICD Taken

IIFL Investment Adviser and Trustee Services Limited - - - -

- (270.00) - (270.00)

IIFL Asset Management Limited - - - -

- (1,500.00) - (1,500.00)


- - - -

- (650.00) - (650.00)


- - - -


(` in Mn)

Particulars Key Management

Personnel

Subsidiary Other Related Parties

Total

- (1,830.90) - (1,830.90)

ICD Given

IIFL Wealth Securities IFSC Limited - 0.55 - 0.55

- (0.55) - (0.55)


- - - -

- (18.19) - (18.19)

IIFL Wealth Employee Welfare Benefit Trust - - - -

- (35.70) - (35.70)

Receivable from Broker


- 10.12 - 10.12

- - - -

Gratuity Liability

Mr. Karan Bhagat 1.26 - - 1.26

(1.27) - - (1.27)

Allocation of borrowing to demerged broking business*


- - - -

- (4,250.90) - (4,250.90)

Note:

The Company has provided a letter of undertaking-cum-indemnity to IIFL Securities Ltd. towards a civil suit pending against IIFL Wealth (UK )Ltd., a subsidiary of IIFL Securities Ltd, inter-alia, to defend the said suit and indemnify IIFL Securities and its directors against claims if any, arising from the same

* Represents allocation to demerged Broking operations

Amounts in brackets represents previous year’s figures

36.1. Maturity analysis of assets and liabilities as at March 31, 2021

(` in Mn)SR.No.

Particulars Within 12 months

After 12 months

Total

ASSETS1 Financial Assets

(a) Cash and cash equivalents 1,370.95 - 1,370.95

(b) Bank balance other than (a) above 3.22 10.04 13.26

(c) Derivative financial instruments - - -

(d) Receivables

(I) Trade receivables 588.23 - 588.23

(II) Other receivables 69.93 - 69.93

(e) Loans 1.97 1.64 3.61

(f) Investments 1,189.36 19,232.89 20,422.25

(g) Other financial assets 1,364.25 1.78 1,366.03

2 Non-Financial Assets (a) Inventories - - -

(b) Current tax assets (net) - 295.03 295.03

(c) Deferred tax assets (net) - - -

(d) Property, plant and equipment - 2,756.11 2,756.11

(e) Capital work-in-progress - 6.75 6.75

(f) Other intangible assets - 26.68 26.68

(g) Right to use - 2.99 2.99

(h) Other non-financial assets 126.90 7.54 134.44

Total Assets 4,714.81 22,341.46 27,056.26


(` in Mn)SR.No.


After 12 months

Total

LIABILITIES AND EQUITY LIABILITIES

1 Financial Liabilities (a) Derivative financial instruments - - -

(b) Payables

(I) Trade payables


- - -


115.12 - 115.12

(II) Other payables


- - -


- - -

(c) Finance Lease Obligation 1.36 1.80 3.16

(d) Debt securities 2,337.31 2,337.31

(e) Borrowings (other than debt securities) - - -

(f) Other financial liabilities 137.28 - 137.28

2 Non-Financial Liabilities (a) Current tax liabilities (net) - - -

(b) Provisions 1.74 - 1.74

(c) Deferred tax liabilities (net) - 14.09 14.09

(d) Other non-financial liabilities 150.35 - 150.35

3 EQUITY (a) Equity share capital - 175.77 175.77

(b) Other equity - 24,121.44 24,121.44

Total Liabilities and Equity 2,743.16 24,313.10 27,056.26

Note 36.2. Maturity analysis of assets and liabilities as at March 31, 2020

(` in Mn)

SR.No.


After 12 months

Total

ASSETS

1 Financial Assets

(a) Cash and cash equivalents 224.17 224.17

(b) Bank balance other than (a) above 1.40 10.05 11.45

(c) Derivative financial instruments - - -

(d) Receivables

(I) Trade receivables 723.55 - 723.55

(II) Other receivables 0.00# - 0.00#

(e) Loans 62.60 0.34 62.93

(f) Investments 1,307.52 18,532.79 19,840.31

(g) Other financial assets 979.54 1.84 981.38


(a) Inventories - - -

(b) Current tax assets (net) - 380.37 380.37

(c) Deferred tax assets (net) - 27.08 27.08


(` in Mn)

SR.No.


After 12 months

Total

(d) Property, plant and equipment - 2,862.04 2,862.04

(e) Capital work-in-progress - 10.31 10.31

(f) Other intangible assets - 11.06 11.06

(g) Right to use - 3.22 3.22

(h) Other non-financial assets 76.58 8.81 85.39

Total Assets 3,375.36 21,847.90 25,223.26


LIABILITIES


(a) Derivative financial instruments - - -

(b) Payables -

(I)Trade payables -


- - -


91.98 - 91.98

(II) Other payables


- - -


- - -

(c) Finance Lease Obligation 1.63 1.78 3.41

(d) Borrowings (other than debt securities) - - -

(e) Other financial liabilities 1,672.54 1,672.54


(a) Current tax liabilities (net) 2.04 - 2.04

(b) Provisions 3.89 - 3.89

(c) Other non-financial liabilities 188.98 - 188.98

3 EQUITY

(a) Equity share capital - 174.36 174.36

(b) Other equity - 23,086.06 23,086.06


37 SEGMENT REPORTING

The Company’s main business is Wealth Management Services comprising of, inter-alia, distribution of financial products, portfolio management services, advisory services and all other activities revolve around the same. All activities of the Company are carried out in India. As such there are no separate reportable segments as per the Indian Accounting Standard 108 (IND AS 108) on Operating Segments.

38 EVENTS AFTER REPORTING PERIOD

There were no subsequent events from the date of financial statements till the date of adoption of accounts.

Note 36.2. Maturity analysis of assets and liabilities as at March 31, 2020 (continued)


39 The spread of COVID-19 including second wave across the globe and India contributed to significant volatility in global and Indian financial markets and a significant decrease in global and local economic activities. The ultimate duration and extent of the pandemic cannot be reasonably assessed and consequently. The full impact on the business due to a COVID-19 related economic slowdown, changes in client sentiment and investment behaviour are yet unknown. The Company has continued to engage with clients and employees through extensive business continuity planning and robust technology platform with minimal disruption on any business activity during the lockdown phase. Further, the Company has assessed that it would be able to navigate currently prevailing uncertain economic conditions due to the more severe Second wave based on its business model, profile of assets and liabilities, availability of liquidity and capital at its disposal. The extent to which the COVID-19 pandemic will impact the Company’s operations and results will depend on future developments, which remain uncertain. Accordingly, the Company has undertaken extensive scenario planning to better prepare itself and will continue to actively monitor any material changes to the future economic conditions.

40 APPROVAL OF FINANCIAL STATEMENTS

The financial statements were approved for issuance by the Board of Directors on May 18, 2021

41 Previous year figures are regrouped/reclassified/rearranged where ever considered necessary to confirm to current year’s presentation.


Karan Bhagat Yatin ShahManaging Director Director

(DIN: 03247753) (DIN: 03231090)


Place : Mumbai Dated: May 18, 2021


To The Members of IIFL Wealth Management Limited

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the accompanying consolidated financial statements of IIFL Wealth Management Limited (“the Parent”/ “the Company”) and its subsidiaries, (the Parent and its subsidiaries together referred to as “the Group”), which comprise the Consolidated Balance Sheet as at 31 March 2021, and the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Statement of Cash Flow and the Consolidated Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of reports of the other auditors on separate financial statements/financial information of the subsidiaries referred to in the Other Matters section below, the aforesaid consolidated financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended (the “Ind AS”), and other accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at 31 March 2021, and their consolidated profit, their consolidated total comprehensive income, their consolidated cash flows and their consolidated changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the consolidated financial statements in accordance with the Standards on Auditing specified under section 143 (10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor’s Responsibility for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the consolidated financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in the sub-paragraphs (a) of the Other Matters section below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Independent Auditor’s Report


Sr. No.

Key Audit Matter Auditors’ Response

1 Impairment of carrying value of loans and advances:

The Group exercises significant judgement using subjective assumptions over both when and how much to record as loan impairment and estimation of the amount of the impairment provision for loans and advances. This includes assessment of macro-economic overlays on account of change in the economic environment including the COVID 19 pandemic.

Since the loans and advances form a major portion of the Group’s assets, and due to the significance of the judgments used in classifying loans and advances into various stages as stipulated in Ind AS 109 and determining related impairment provision requirements, this is considered to be the area that had a greater focus of our overall audit of the Group and a key audit matter.

As at March 31, 2021, the Group's gross loans and advances amounted to ` 37,030.08 million and the impairment provisions amounted to ` 338.16 million.

Refer note 38A.1 to the Consolidated Financial Statements.

Principal audit procedures performed:

• We read the Group's Expected Credit Loan Loss policy as per Ind AS 109;

• We gained understanding of the Group's key credit processes comprising granting, booking, monitoring, collections, staging and provisioning and tested the operating effectiveness of key controls over these processes;

• We tested the completeness of loans and advances included in the Expected Credit Loss calculations as of March 31, 2021;

• Where relevant, we used Information System specialists to gain comfort on data integrity and completeness of the aging report;

• For a sample of exposures, we tested the appropriateness of staging into Stage 1, 2 and 3;

• For provision against exposures, we obtained an understanding of the Group's provisioning methodology, consistency of various inputs and assumptions used for Probability of Default(PD) and Loss Given Default (LGD), the reasonableness of the underlying assumptions and the sufficiency and appropriateness of the data used by the management;

• Tested disclosures included in the Ind AS financial statements in respect of expected credit losses;

2 Purchase Price allocation for acquisition of IIFL Wealth Capital Markets Ltd

IIFL Wealth Prime (formerly known as IIFL Wealth Finance Limited ) the wholly owned subsidiary Company acquired 100% stake in IIFL Wealth Capital Markets Limited on April 24, 2020.

Purchase price paid has been accounted for Customer relationship and Goodwill in Consolidated Financial Statements.

Accounting for purchase price allocation is considered to be a key audit matter because the transaction and its accounting is non-routine and involves significant management judgements.

Refer Note 46C of the Consolidated Financial Statements.


• Tested management controls over the purchase price allocation and accounting for the acquisition thereon.

• Obtained the purchase price allocation performed by the management expert. Reviewed the allocation to the respective assets and liabilities.

• Internal valuation specialist validated the valuation technique used for valuation of Identified Intangibles.

• Internal specialist assessed the reasonableness of the valuation assumptions used for valuation of identified intangibles viz. discount rate .

• We evaluated the competence and experience of specialists involved by the Management.

• We reviewed the underlying data used by the expert for appropriateness and reasonableness.

3 Information Technology and General Controls

The Group is highly dependent on technology due to significant number of transactions that are processed electronically daily.

Accordingly, our audit procedures have a focus on IT systems and controls due to the pervasive nature and complexity of the IT environment, the large volume of transactions processed daily and the reliance on automated and IT dependent manual controls.

Our areas of audit focus included Access Security (including controls over privileged access), Program Change controls and Network Operations.


For the key IT systems used to prepare accounting and financial information:

• We obtained an understanding of the Group’s business IT environment and key changes if any, during the audit period that may be relevant to the audit. Furthermore, we conducted a risk assessment and identified IT applications, databases and operating systems that are relevant to our audits;


Sr. No.

Key Audit Matter Auditors’ Response

Absence of segregation of duties may result in a risk of intended or unintended manipulation of data that could have a material effect on the completeness and accuracy of the financial statements.

Due to the pervasive nature and use of IT systems, we continued to assess the risk of a material misstatement arising from access to technology as a significant matter for the audit.

• We tested the design, implementation and operating effectiveness of the Group’s General IT controls over the information systems that are critical to financial reporting. This included evaluation of Group’s controls to ensure that access was provided / modified based on duly approved requests, access for exit cases was revoked in a timely manner and access of all users was re-certified during the period of audit. Further, controls related to program change were evaluated to verify whether the changes were approved, tested in an environment that was segregated from production and moved to production by appropriate users;

• We tested the controls to ensure that segregation of duties was monitored and conflicting access was either removed or mapped to mitigating controls, which were documented and tested;

• We tested the controls over network segmentation, restriction of remote access to the Group's network, controls over firewall configurations and mechanisms implemented by the Group to prevent, detect and respond to network security incidents;

• We also tested automated business cycle controls and report logic for system generated reports relevant to the audit, for completeness and accuracy.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Parent’s Board of Directors is responsible for the other information. The other information comprises the information included in the Directors’ report including Annexures to Directors’ report, but does not include the consolidated financial statements, standalone financial statements and our auditor’s report thereon. The Directors’ report including Annexures to Directors’ report is expected to be made available to us after the date of this auditor’s report.

• Our opinion on the consolidated financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon.

• In connection with our audit of the consolidated financial statements, our responsibility is to read the other information, compare with the financial statements of the subsidiaries audited by the other auditors, to the extent it relates to these entities and, in doing so, place reliance on the work of the other auditors and consider whether the other information is materially inconsistent with the consolidated

financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. Other information so far as it relates to the subsidiaries, is traced from their financial statements audited by the other auditors.

• When we read the Directors’ report including Annexures to Directors’ report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance as required under SA 720 ‘The Auditor’s responsibilities Relating to Other Information’.

Management’s Responsibility for the Consolidated Financial Statements

The Parent’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance (including other comprehensive income), consolidated cash flow and consolidated changes in equity of the Group in accordance with the Ind AS and other accounting principles generally accepted in India.


The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Parent, as aforesaid.

In preparing the consolidated financial statements, the respective Board of Directors of the companies included in the Group are responsible for assessing the ability of the respective entities to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate the respective entities or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group are also responsible for overseeing the financial reporting process of the Group.

Auditor’s Responsibility for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial

statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Parent has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of such entities included in the consolidated financial statements of which we are the independent auditors. For the other entities


included in the consolidated financial statements, which have been audited by the other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

Materiality is the magnitude of misstatements in the consolidated financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the consolidated financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the consolidated financial statements.

We communicate with those charged with governance of the Parent and such other entities included in the consolidated financial statements of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters

(a) We did not audit the financial statements / financial information of eight subsidiaries, whose financial statements / financial information reflect total assets of 2,422.40 million as at 31 March 2021, total revenues of 678.83 million and net cash (outflows) amounting to ` 374.80 million for the year ended

on that date, as considered in the consolidated financial statements. These financial statements / financial information have been audited by other auditors whose reports have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, and our report in terms of subsection (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries is based solely on the reports of the other auditors.

Seven subsidiaries are located outside India whose financial statements/financial information have been prepared in accordance with accounting principles generally accepted in their respective countries and which have been audited by other auditors under generally accepted auditing standards applicable in their respective countries. The Parent’s management has converted the financial statements of these subsidiaries located outside India from the accounting principles generally accepted in their respective countries to the accounting principles generally accepted in India. We have audited these conversion adjustments made by the Parent’s Management. Our opinion in so far as it relates to the balances and affairs of such subsidiaries located outside India is based on the report of other auditors and the conversion adjustments prepared by the Management of the Parent and audited by us.

Our opinion on the consolidated financial statements above and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit and on the consideration of the reports of the other auditors on the separate financial statements/ financial information of the subsidiaries referred to in the Other Matters section above we report, to the extent applicable that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.

b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.


c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Statement of Cash Flow and the Consolidated Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements.

d) In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors of the Parent as on 31 March, 2021 taken on record by the Board of Directors of the Company and the reports of the statutory auditors of its subsidiary companies incorporated in India, none of the directors of the Group companies incorporated in India is disqualified as on 31 March, 2021 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting and the operating effectiveness of such controls, refer to our separate Report in “Annexure A” which is based on the auditors’ reports of the Parent and subsidiary companies incorporated in India to whom internal financial controls over financial reporting is applicable. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of internal financial controls over financial reporting of those companies.

g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended,

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Parent to its directors during the year is in accordance with the provisions of section 197 of the Act.

h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014,as amended in our opinion and to the best of our information and according to the explanations given to us:

i) The consolidated financial statements disclose the impact of pending litigations on the consolidated financial position of the Group (Refer note 40);

ii) Provision has been made in the consolidated financial statements, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts (Refer note 6);

iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Parent and its subsidiary companies incorporated in India.

For Deloitte Haskins & Sells LLP

Chartered Accountants


Pallavi A. Gorakshakar

(Partner)

(Membership No.105035)

(UDIN:21105035AAAAHH8978)

Place: Mumbai

Date: 21 June 2021


(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

In conjunction with our audit of the consolidated financial statements of IIFL Wealth Management Limited (“the Parent”/ “the Company”) as of and for the year ended 31 March 2021, we have audited the internal financial controls over financial reporting of IIFL Wealth Management Limited (hereinafter referred to as “Parent”) and its subsidiary companies which are companies incorporated in India, as of that date.

Management’s Responsibility for Internal Financial Controls

The respective Board of Directors of the Parent and its subsidiary companies, which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the respective Companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India (the “ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Parent and its subsidiary companies, which are companies incorporated in India, based on our audit. We conducted our audit in accordance with the Guidance Note issued by the ICAI and the Standards on Auditing, prescribed under Section

Annexure “A” To The Independent Auditor’s Report143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors of the subsidiary company which is company incorporated in India, in terms of their report referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting of the Parent and its subsidiary companies, which are companies incorporated in India.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as


necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to the explanations given to us and based on the consideration of the report of the other auditors referred to in the Other Matters paragraph below, the Parent and its subsidiary companies, which are companies incorporated in

India, have, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2021, based on the criteria for internal financial control over financial reporting established by the respective companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Other Matters

Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting insofar as it relates to one subsidiary company, which is company incorporated in India, is based solely on the corresponding report of the auditors of such company incorporated in India.

Our opinion is not modified in respect of the above matter.

For DELOITTE HASKINS & SELLS LLPChartered Accountants


Pallavi A. Gorakshakar (Partner)

(Membership No. 105035)(UDIN:21105035AAAAHH8978)

Place : Mumbai.Date : 21 June 2021


Consolidated Balance Sheet as at March 31, 2021

(` in Mn)




ASSETS

1 Financial Assets

(a) Cash and cash equivalents 4 3,867.47 6,812.19

(b) Bank balance other than (a) above 5 4,014.43 4,974.86

(c) Derivative financial instruments 6 1,664.97 1,315.86

(d) Receivables

(I) Trade receivables 7 2,261.00 2,425.49

(II) Other receivables 7 1,157.39 1,180.00

(e) Loans 8 37,205.90 36,318.93

(f) Investments 9 25,128.59 65,124.39

(g) Other financial assets 10 1,529.53 4,379.00


(a) Current tax assets (net) 747.10 730.44

(b) Deferred tax assets (net) 11 11.21 52.92

(c) Property, plant and equipment 12 2,878.70 2,988.03

(d) Capital work-in-progress 13 24.29 11.00

(e) Goodwill on acquisition 14 3,733.94 1,878.51

(f) Other intangible assets 15 1,516.09 876.89

(g) Right to use 16 243.12 338.19

(h) Other non-financial assets 17 1,415.86 856.35

Total Assets 87,399.59 130,263.05


LIABILITIES


(a) Derivative financial instruments 6 2,207.00 2,488.37

(b) Payables

(I) Trade payables


- -


18 883.38 694.45


(` in Mn)




(II) Other payables


-


18 3,032.20 2,347.59

(c) Finance Lease Obligation 16 268.68 354.39

(d) Debt securities 19 44,079.17 54,261.48

(e) Borrowings (other than debt securities) 20 1,041.55 28,499.19

(f) Subordinated liabilities 21 1,995.69 5,620.34

(g) Other financial liabilities 22 4,077.23 5,115.96


(a) Current tax liabilities (net) 587.80 170.36

(b) Provisions 23 118.47 92.77

(c) Deferred tax liabilities (net) 11 341.02 322.97

(d) Other non-financial liabilities 24 489.73 380.15

3 EQUITY

(a) Equity share capital 25 175.77 174.29

(b) Other equity 26 28,101.90 29,740.74

Total Liabilities and Equity 87,399.59 130,263.05





(DIN: 03247753) (DIN: 03231090)




ConsolidatedStatementofProfitandLossfortheyearended March 31, 2021

(` in Mn)


2020-21 2019-20

1 Revenue from operations

(a) Interest income 27 6,349.27 7,799.25

(b) Dividend & Distribution income on investments 28 77.60 45.50

(c) Fees and commission income 29 7,376.78 6,775.63

(d) Net gain on fair value changes 30 1,825.77 -

(e) Sale of products(including Excise Duty) 486.85 410.41

Total revenue from operations 16,116.27 15,030.79

2 Other income 31 473.93 243.97

3 Total income (1+2) 16,590.20 15,274.76

Expenses

(a) Finance costs 32 4,135.47 5,015.89

(b) Fees and commission expenses 973.21 1,035.85

(c) Net loss on fair value changes 330.93

(d) Net loss on derecognition of financial instruments 19.78 -

(e) Impairment on financial instruments 33 184.84 (53.01)

(f) Purchases of Stock-in-trade 538.23 222.25

(g) Changes in Inventories of stock-in-trade - 197.51

(h) Employee benefits expenses 34 4,089.61 3,729.32

(i) Depreciation, amortization and impairment 12,15,16 429.70 410.22

(j) Others expenses 35 1,370.12 1,521.59

4 Total expenses 11,740.96 12,410.55

(V) Profitbeforeexceptionalitemsandtax(III-IV) 4,849.24 2,864.21

(VI) Exceptional items

5 Profitbeforetax(3-4) 4,849.24 2,864.21

6 Tax expense:

(a) Current tax 36 1,239.61 693.56

(b) Deferred tax 36 (82.29) 159.01

7 Profitfortheyear(5-6) 3,691.92 2,011.64


(` in Mn)


2020-21 2019-20

8 Other comprehensive income/(loss)

(a) (i) Items that will not be reclassified to profit or loss

- Remeasurements of Employee Benefits 10.20 (22.43)


(2.55) 5.65

Subtotal (a) 7.65 (16.78)

(b) (i) Items that will be reclassified to profit or loss

- Foreign currency translation reserve (6.47) 69.60

(ii) Income tax relating to items that will be reclassified to profit or loss

- -

Subtotal (b) (6.47) 69.60

Other comprehensive income (a+b) 1.18 52.82

9 Total comprehensive income for the year (7+8) (Comprisingprofitandothercomprehensiveincomeforthe year)

3,693.10 2,064.46

10 Earnings per equity share

Basic (`) 37 42.24 23.37

Diluted (`) 37 41.76 22.83





(DIN: 03247753) (DIN: 03231090)




ConsolidatedStatementofCashflowsfortheyearended March 31, 2021

(` in Mn)


A. Cashflowsfromoperatingactivities

Netprofitbeforetaxationandextraordinaryitem 4,849.24 2,864.21

Adjustments for:

Depreciation, amortization and impairment 429.70 410.22

Provisions for Employee benefits 33.58 35.14

Net changes in Fair value through Profit and loss of Investments (3,811.89) (1,874.76)

Net changes in Fair value through Profit and loss of Investments - Unrealised (303.52) (506.03)

Impairment on financial instruments - Trade receivables 13.88 7.79

Impairment on financial instruments - Loans 170.96 (60.80)

Net change in fair value of Derivative Financial Instruments (425.70) 930.43

Net change in fair value of Borrowings 1,116.37 2,691.77


Interest Income (6,451.40) (7,892.66)

Interest expenses 4,062.21 4,933.62

Net Gain on Sale of Property, plant and equipment 1.56 9.35

Interest Paid (3,097.21) (4,196.37)

Interest received 7,188.13 7,385.58

Operatingprofitbeforeworkingcapitalchanges 4,229.97 4,967.98

ChangesinworkingCapital:

(Increase)/ Decrease in Financial/Non-financial Assets 2,640.66 (4,599.78)

Increase/ (Decrease) in Financial/Non-financial Liabilities (846.30) 3,782.69

Cash generated from operations 6,024.33 4,150.89

(Increase)/ Decrease in Loans (1,063.31) 13,397.01

Cash generated from operating activities 4,961.02 17,547.90

Cashflowbeforeextraordinaryitem

Net income tax(paid) / refunds (838.82) (1,267.04)

Net cash generated from operating activities (A) 4,122.20 16,280.86


(` in Mn)


B. Cashflowsfrominvestingactivities

Purchase of investments (585,557.38) (1,265,132)

Sale of investments 629,103.58 1,233,348

Interest received 124.60 84.66

Acquisition of subsidiaries (2,257.81) -

Fixed Deposit (placed)/matured 123.13 (989.65)

Inter-Corporate Deposits given 5.44 500.00

Inter-Corporate Deposits returned back - (500.00)

Purchase/sale of Property, plant and equipment (includes intangible assets) (252.18) (917.81)

Others (0.06) -

Net cash generated from/(used in) investing activities (B) 41,289.32 (33,606.93)

C. Cashflowsfromfinancingactivities

Issuance of share capital 1.48 4.12

Securities premium received 339.96 609.16

Dividend paid (including dividend distribution tax) (6,125.89) (2,096.47)

Treasury stock (0.12)

Borrowings -raised 5,125,174 5,712,624

Borrowings - repaid (5,152,633) (5,695,960)

Debt Securities and Subordinated Liabilities- taken 280,838 189,862.52

Debt Securities and Subordinated Liabilities - repaid (2,95,778.68) (182,011.06)

Share issue expenses paid - (0.83)

Interest Paid (172.73) (135)

Shares application money recd (0.07) 0.07

Netcashgeneratedfrom/(usedin)financingactivities(C) (48,356.25) 22,896.68

Net (decrease)/increase in cash and cash equivalents (A+B+C) (2,944.72) 5,570.61

Opening Cash & cash equivalents 6,812.19 1,241.58

Closing Cash & cash equivalents 3,867.47 6,812.19





(DIN: 03247753) (DIN: 03231090)




Consolidated Statement of Changes in Equity for the year ended March 31, 2021

(` in Mn)

Particulars EquityattributabletoownersoftheCompany Total

Equity Share

Capital

Equity Share

pending issuance

Other Equity


General Reserve

Special Reserve

Pursuant to Section

45 IC of Reserve Bank of

India Act, 1934

Share application

money

Capital Reserve

Debenture Redemption

Reserve (DRR)

ESOP Reserve

Retained Earnings

Foreign currency

translation reserve

Total Other Equity

Balance at the beginning of the year April 01,2020

174.29 - 18,804.34 196.00 1,118.74 0.07 111.00 - 255.40 9,052.45 202.74 29,740.74 29,915.03


1.34 304.43 304.43 305.77

Shares transferred from Employee benefit trust

- -

Share issue expenses - -

Addition during the year - -

Profit for the year 3,691.92 3,691.92 3,691.92


7.65 (6.47) 1.18 1.18

Dividends (including dividend distribution tax)

(6,125.89) (6,125.89) (6,125.89)

Transfer to DRR - -


0.07 71.20 0.16 313.37 (0.07) (71.36) (313.37) (0.07) 0.00

Addition/(deletion) during the year pursuant to the Composite scheme of arrangement (Refer Note 3)

- - - -

Treasury stock 0.07 35.53 35.53 35.60


454.06 454.06 454.06

Others - -

Balance at the end of the March 31,2021

175.77 - 19,215.50 196.16 1,432.11 - 111.00 - 638.10 6,312.76 196.27 28,101.90 28,277.67


Consolidated Statement of Changes in Equity for the year ended March 31, 2020

(` in Mn)

Particulars EquityattributabletoownersoftheCompany Total

Equity Share

Capital

Equity Share

pending issuance

Other Equity


General Reserve

Special Reserve

Pursuant to Section

45 IC of Reserve Bank of

India Act, 1934

Share application

money

Capital Reserve

Debenture Redemption

Reserve (DRR)

ESOP Reserve

Retained Earnings

Foreign currency

translation reserve

Total Other Equity

Balance at the beginning of the year April 01,2019

168.97 1.20 18,124.02 183.50 879.25 - 111.00 12.50 97.02 9,393.55 133.14 28,933.98 29,104.15


4.12 609.16 609.16 613.28

Share issue expenses (0.83) (0.83) (0.83)

Addition during the year 0.07 0.07 0.07

Profit for the year 2,011.64 2,011.64 2,011.64


(16.78) 69.60 52.82 52.82

Dividends (including dividend distribution tax)

(2,096.47)

(2,096.47) (2,096.47)

Transfer to DRR - -


72.11 12.50 239.49 (12.50) (72.11) (239.49) - -

Addition/(deletion) during the year pursuant to the Composite scheme of arrangement (Refer Note 3)

1.20 (1.20) - -

Treasury stock - (0.12) (0.12) (0.12)


230.49 230.49 230.49

Others - -

Balance at the end of the March 31,2020

174.29 - 18,804.34 196.00 1,118.74 0.07 111.00 - 255.40 9,052.45 202.74 29,740.74 29,915.03


Securities premium account includes the difference between face value of equity shares and consideration in respect of shares issued. The issue expenses of securities which qualify as equity instruments are written off against securities premium account. Further, fair value of exercised stock options are transferred from “ESOP Reserves” to securities premium account.

General Reserve

General Reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the General Reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in General Reserve will not be reclassified subsequently to Statement of profit or loss.

Special Reserve Pursuant to Section 45 IC of Reserve Bank of India Act, 1934

One of the subsidiary of the Group is registered with Reserve Bank of India as Non-Banking Finance company, which is required to transfer at least 20% of its net profits each year before declaration of dividend as per Section 45-IC of the Reserve Bank of India Act, 1934.

Capital Reserve

This reserve is created pursuant to the transfer of “Wealth Business Undertaking” in accordance with the composite scheme of arrangement amongst India Infoline Finance Limited (“IIFL Finance”), IIFL Holdings Limited (“IIFL Holdings”), India Infoline Media and Research Services Limited (“IIFL M&R”), IIFL Securities Limited (“IIFL Securities”), IIFL Wealth Management Limited (“IIFL Wealth”) and IIFL Distribution Services Limited (“IIFL Distribution”), and their respective shareholders.

Debenture Redemption Reserve (DRR)

One of the subsidiary of the group had issued Non-convertible debentures and created DRR in terms of the Companies (Share capital and Debenture) Rules,2014 (as amended). The amounts credited to DRR may not be utilised except to redeem the debentures. The subsidiary had created debenture redemption reserve for the Listed Secured Non-Convertible Debentures for ` 12.5 Mn out of Surplus in Statement of Profit & Loss.

ESOP Reserve

It relates to share options granted to the employees by the Holding Company under its employee stock option plan. It will be transferred to Share Capital and Securities Premium (if any) on exercise of options by the employees.

Retained Earnings

The balance in Retained Earnings primarily represents surplus after payment of dividend (including tax on dividend) and transfer to reserves.

Foreign currency translation reserve

This reserve represents exchange difference arising from translation of assets and liabilities of the foreign subsidiaries from their respective reporting currency into Indian rupees for the purpose of consolidation.


Notes forming part of Consolidated Financial Statements for the year ended March 31, 2021

1 CORPORATE INFORMATION:

The Consolidated Financial Statements of IIFL Wealth Management Limited (the Parent Company) consist of IIFL Wealth Management Limited and its subsidiaries namely: IIFL Wealth Distribution Services Limited (Formerly IIFL Distribution Services Limited), IIFL Investment Advisers and Trustee Services Limited, IIFL Wealth Portfolio Managers Limited (Formerly IIFL Alternate Asset Advisors Limited), IIFL Asset Management Limited, IIFL Trustee Limited, IIFL Wealth Prime Limited (Formerly IIFL Wealth Finance Ltd), IIFL Wealth Securities IFSC Limited (w.e.f June 22, 2018), IIFL Altiore Advisors Private Limited (Formerly known as Altiore Advisors Private Limited) (w.e.f November 05, 2018),IIFL Wealth Employee Welfare Benefit Trust (w.e.f August 01, 2018), IIFL (Asia) Pte. Ltd, IIFL Securities Pte. Ltd, IIFL Capital Pte. Ltd, IIFL Private Wealth Management (Dubai) Ltd, IIFL Private Wealth Hongkong Ltd, IIFL Inc. (Voluntary liquidated w.e.f. Mar 29, 2021) IIFL Capital (Canada) Ltd. and IIFL Asset Management (Mauritius) Limited (Formerly known as IIFL Private Wealth (Mauritius) Ltd) IIFL Wealth Capital Markets Limited (w.e.f. April 24, 2021) (Formerly L&T Capital Markets Limited) (the Parent Company including Wealth Business Undertaking and its subsidiaries, collectively referred to as “the Group”). The Group mainly acts as wealth manager and provides financial products distribution, transaction advisory, asset management, portfolio management, lending; credit and investment, trustee services by mobilizing funds and assets of various classes of investors including High Networth Individuals.

2 SUMMARY STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

a) Statement of Compliance:

The Group’s financial statements have been prepared in accordance with the provisions of the Companies Act, 2013 and the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 and

amendments thereof issued by Ministry of Corporate Affairs in exercise of the powers conferred by section 133 of the Companies Act, 2013. In addition, the guidance notes/announcements issued by the Institute of Chartered Accountants of India (ICAI) are also applied except where compliance with other statutory promulgations require a different treatment. These financials statements have been approved for issuance by the Board of Directors of IIFL Wealth Management at their meeting held on May 18, 2021.

b) Basis of Consolidation and preparation

The Consolidated Financial Statements comprise the financial statements of the Parent Company (including the Wealth Business Undertaking) and its subsidiaries. Control is achieved when the company has:

• Power over the investee

• Is exposed or has rights to variable returns from its involvement with the investee, and

• Has the ability to use its power over investee to affect its returns

Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the Parent Company has less than a majority of the voting or similar rights of an investee, the Company considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

• The contractual arrangement with the other vote holders of the investee

• Rights arising from other contractual arrangements

• The Parent Company’s voting rights and potential voting rights

• The size of the Company’s holding of voting rights relative to the size and dispersion of the holdings of the other voting rights holders


The Parent Company re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Parent Company obtains control over the subsidiary and ceases when the Parent Company loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the Consolidated financial statements from the date the Parent Company gains control until the date the Parent Company ceases to control the subsidiary.

Consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances. If a member of the Group uses accounting policies other than those adopted in the Consolidated financial statements for like transactions and events in similar circumstances, appropriate adjustments are made to that Group member’s financial statements in preparing the Consolidated financial statements to ensure conformity with the Group’s accounting policies.

The financial statements of all entities used for the purpose of consolidation are drawn up to same reporting date as that of the Parent Company, i.e., year ended on March 31. When the end of the reporting period of the Parent is different from that of a subsidiary, the subsidiary prepares, for consolidation purposes, additional financial statements as of the same date as the financial statements of the Parent to enable the Parent to Consolidated the financial statements of the subsidiary, unless it is impracticable to do so.

Consolidation procedure:

• Combine like items of assets, liabilities, equity, income, expenses and cash flows of the Parent with those of its subsidiaries. For this purpose, income and expenses of the subsidiary are based on the amounts of the assets and liabilities recognised in the Consolidated financial statements at the acquisition date.

• Offset (eliminate) the carrying amount of the Parent’s investment in each subsidiary and the Parent’s portion of equity of each subsidiary. Business combinations policy explains how to account for any related goodwill.

• Eliminate in full intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between entities

of the group (profits or losses resulting from intragroup transactions that are recognised in assets, such as inventory and fixed assets, are eliminated in full.

• Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the Parent Company and to the non-controlling interests, if any.

c) Revenue recognition

Revenue is recognised when the promised goods and services are transferred to the customer i.e. when performance obligations are satisfied. Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties.

The following is a description of principal activities from which the Group generates its revenue.

• Distribution Services and Commissions: Fees and commissions with respect to distribution services are recognised at a point in time when the service obligations are completed and when the terms of contracts are fulfilled.

• Investment/Fund Management and Trustee fees: The fees are a series of a similar services and a single performance obligation satisfied over a period of time. These are billed on a monthly / quarterly basis.

• Advisory fees: Revenue is recognised over time or when the outcome of a transaction can be estimated reliably by reference to the stage of completion of the transaction in accordance with the underlying arrangements.

• Lending / Investments related Income

- Interest income on investments and loans is accrued on a time basis by reference to the principal outstanding and the effective interest rate including interest on investments classified as fair value through profit or loss or fair value through other comprehensive income. Interest receivable on customer dues is recognised as income in the Statement of Profit and Loss on accrual basis provided there is no uncertainty towards its realisation.

- Dividend income is accounted in the period in which the right to receive the same is established.


• Other items of income are accounted as and when the right to receive such income arises and it is probable that the economic benefits will flow and the amount of income can be measured reliably.

d) Business Combinations

Business combinations are accounted for using the acquisition method. At the acquisition date, identifiable assets acquired and liabilities assumed are measured at fair value. For this purpose, the liabilities assumed include contingent liabilities representing present obligation and they are measured at their acquisition date fair values irrespective of the fact that outflow of resources embodying economic benefits is not probable. The consideration transferred is measured at fair value at acquisition date and includes the fair value of any contingent consideration. However, deferred tax asset or liability and any liability or asset relating to employee benefit arrangements arising from a business combination are measured and recognised in accordance with the requirements of Ind AS 12, Income Taxes and Ind AS 19, Employee Benefits, respectively. Where the consideration transferred exceeds the fair value of the net identifiable assets acquired and liabilities assumed, the excess is recorded as goodwill. Alternatively, in case of a bargain purchase wherein the consideration transferred is lower than the fair value of the net identifiable assets acquired and liabilities assumed, the difference is recorded as a gain in other comprehensive income and accumulated in equity as capital reserve. The costs of acquisition excluding those relating to issue of equity or debt securities are charged to the Statement of Profit and Loss in the period in which they are incurred Business combinations involving entities under common control are accounted for using the pooling of interests method. The net assets of the transferor entity or business are accounted at their carrying amounts on the date of the acquisition subject to necessary adjustments required to harmonise accounting policies. Any excess or shortfall of the consideration paid over the share capital of transferor entity or business is recognised as capital reserve under equity.

e) Goodwillonacquisition

Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognised.

Goodwill is initially measured at cost, being the excess of the consideration transferred over the net identifiable assets acquired and liabilities assumed, measured in accordance with Ind AS 103 – Business Combinations.

Goodwill is considered to have indefinite useful life and hence is not subject to amortization but tested for impairment at least annually. After initial recognition, goodwill is measured at cost less any accumulated impairment losses.

For the purpose of impairment testing, goodwill acquired in a business combination, is from the acquisition date, allocated to each of the Group’s cash generating units (CGUs) that are expected to benefit from the combination. A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or group of assets. Each CGU or a combination of CGUs to which goodwill is so allocated represents the lowest level at which goodwill is monitored for internal management purpose and it is not larger than an operating segment of the Group.

A CGU to which goodwill is allocated is tested for impairment annually, and whenever there is an indication that the CGU may be impaired, by comparing the carrying amount of the CGU, including the goodwill, with the recoverable amount of the CGU. If the recoverable amount of the CGU exceeds the carrying amount of the CGU, the CGU and the goodwill allocated to that CGU is regarded as not impaired. If the carrying amount of the CGU exceeds the recoverable amount of the CGU, the Group recognise an impairment loss by first reducing the carrying amount of any goodwill allocated to the CGU and then to other assets of the CGU pro-rata based on the carrying amount of each asset in the CGU. Any impairment loss on goodwill is recognised in the Statement of Profit and Loss. An impairment loss recognised on goodwill is not reversed in subsequent periods. On disposal of a CGU to which goodwill is allocated, the goodwill associated with the disposed CGU is included in the carrying amount of the CGU when determining the gain or loss on disposal.

f) Property, plant and equipment


An item of property, plant and equipment that qualifies as an asset is measured on initial recognition at cost. Following initial recognition, items of property, plant and equipment are carried


at its cost less accumulated depreciation and accumulated impairment losses.

The Group identifies and determines cost of each part of an item of property, plant and equipment separately, if the part has a cost which is significant to the total cost of that item of property, plant and equipment and has useful life that is materially different from that of the remaining item. The cost of an item of property, plant and equipment comprises of its purchase price including import duties and other non-refundable purchase taxes or levies, directly attributable cost of bringing the asset to its working condition for its intended use and the initial estimate of decommissioning, restoration and similar liabilities, if any. Any trade discounts and rebates are deducted in arriving at the purchase price. Cost includes cost of replacing a part of a plant and equipment if the recognition criteria are met. Expenses related to plans, designs and drawings of buildings or plant and machinery is capitalized under relevant heads of property, plant and equipment if the recognition criteria are met.

CapitalworkinprogressandCapitaladvances:

Cost of assets not ready for intended use, as on the Balance Sheet date, is shown as capital work in progress. Advances given towards acquisition of fixed assets outstanding at each Balance Sheet date are disclosed as Other Non-Financial Assets.

Depreciation:

Depreciation on each item of property, plant and equipment is provided using the Straight-Line Method based on the useful lives of the assets as estimated by the management and is charged to the Consolidated Statement of Profit and Loss. Significant components of assets identified separately pursuant to the requirements under Schedule II of the Companies Act, 2013 are depreciated separately over their useful life.

Freehold land is not considered as depreciable assets having regard to its infinite useful life. Leasehold land and Leasehold improvements are amortized over the period of lease. Individual assets / group of similar assets costing up to ` 5,000 has been depreciated in full in the year of purchase. Lease hold land is depreciated on a straight line basis over the lease hold period.

Estimated useful life of the assets is as under:Class of assets Useful life in yearsComputers* 3Electrical Equipment* 5-10Office equipment 5Furniture and fixtures* # 5-10Vehicles* 5Air conditioners* 5Building 51

* For these class of assets, based on internal assessment the management believes that the useful lives as given above best represent the period over which management expects to use these assets. Hence, the useful lives for these assets is different from the useful lives as prescribed under Part C of Schedule II of the Companies Act 2013.

# Furniture and fixtures includes leasehold improvements, which is depreciated on a straight-line basis over the period of lease.

The useful lives, residual values of each part of an item of property, plant and equipment and the depreciation methods are reviewed at the end of each financial year. If any of these expectations differ from previous estimates, such change is accounted for as a change in an accounting estimate.

Derecognition:

The carrying amount of an item of property, plant and equipment is derecognised on disposal or when no future economic benefits are expected from its use or disposal. The gain or loss arising from the derecognition of an item of property, plant and equipment is measured as the difference between the net disposal proceeds and the carrying amount of the item and is recognised in the Consolidated Statement of Profit and Loss when the item is derecognised.

g) Intangible assets


Intangible assets acquired separately are measured on initial recognition at cost. Intangible assets arising on acquisition of business are measured at fair value as at date of acquisition. . Following initial recognition, intangible assets with finite useful life are carried at cost less accumulated amortization and accumulated impairment loss, if any. Intangible assets with indefinite useful lives, that are acquired separately, are carried at cost/fair value at the date of acquisition less accumulated impairment loss, if any.


Amortization:

Intangible Assets with finite lives are amortized on a Straight Line basis over the estimated useful economic life. The amortization expense on intangible assets with finite lives is recognised in the Consolidated Statement of Profit and Loss. The amortization period and the amortization method for an intangible asset with finite useful life is reviewed at the end of each financial year. If any of these expectations differ from previous estimates, such change is accounted for as a change in an accounting estimate.

Estimated useful economic life of the assets is as under:Class of assets Useful life in yearsSoftware 3-5 Customer relationships 20Asset Management Rights 10

Derecognition:

The carrying amount of an intangible asset is derecognised on disposal or when no future economic benefits are expected from its use or disposal. The gain or loss arising from the derecognition of an intangible asset is measured as the difference between the net disposal proceeds and the carrying amount of the intangible asset and is recognised in the Consolidated Statement of Profit and Loss when the asset is derecognised.

h) Impairment

Assets that have an indefinite useful life, such as goodwill, are not subject to amortization and are tested for impairment annually and whenever there is an indication that the asset may be impaired. Assets that are subject to depreciation and amortization are reviewed for impairment, whenever events or changes in circumstances indicate that carrying amount may not be recoverable. Such circumstances include, though are not limited to, significant or sustained decline in revenues or earnings and material adverse changes in the economic environment.

An impairment loss is recognised whenever the carrying amount of an asset or its cash generating unit (CGU) exceeds its recoverable amount. The recoverable amount of an asset is the greater of its fair value less cost to sell and value in use. To calculate value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market rates and the risk specific to the asset. For an asset

that does not generate largely independent cash inflows, the recoverable amount is determined for the CGU to which the asset belongs. Fair value less cost to sell is the best estimate of the amount obtainable from the sale of an asset in an arm’s length transaction between knowledgeable, willing parties, less the cost of disposal. Impairment losses, if any, are recognised in the Consolidated Statement of Profit and Loss and included in depreciation and amortization expenses.

Impairment losses are reversed in the Consolidated Statement of Profit and Loss only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined if no impairment loss had previously been recognised.

i) Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

• Financialassets


The Group recognises a financial asset in its Balance Sheet when it becomes party to the contractual provisions of the instrument. All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss (FVTPL), transaction costs that are attributable to the acquisition of the financial assets. However, trade receivables that do not contain a significant financing component are measured at transaction price.


For subsequent measurement, the Group classifies a financial asset in accordance with the Group’s business model for managing the financial asset and the contractual cash flow characteristics of the financial asset. Based on the above criteria, the Group classifies its financial assets into the following categories:

i. Financial assets measured at amortized cost

ii. Financial assets measured at fair value through other comprehensive income (FVTOCI)

iii. Financial assets measured at fair value through profit or loss (FVTPL)

i. Financial assets measured at amortized cost:


A financial asset is measured at the amortized cost if both the following conditions are met:

- The Group’s business model objective for managing the financial asset is to hold financial assets in order to collect contractual cash flows, and


This category applies to Cash and Bank balances, Trade receivables, Loans and Other financial assets of the Group. Such financial assets are subsequently measured at amortized cost using the effective interest method.

ii. Financial assets measured at FVTOCI:

A financial asset is measured at FVTOCI if both of the following conditions are met:

- The Group’s business model objective for managing the financial asset is achieved both by collecting contractual cash flows and selling the financial assets, and


For the above category, income by way of interest and dividend, provision for impairment are recognised in the Consolidated statement of profit and loss and changes in fair value (other than on account of above income or expense) are recognised in other comprehensive income and accumulated in other equity. On disposal of such debt instruments at FVTOCI financial assets, the cumulative gain or loss previously accumulated in other equity is reclassified to Consolidated Statement of Profit and Loss.

iii. Financial assets measured at FVTPL:

A financial asset is measured at FVTPL unless it is measured at amortized cost or at FVTOCI as mentioned above. This is a residual category applied to all other

investments of the Group excluding investments in associate. Such financial assets are subsequently measured at fair value at each reporting date. Fair value changes are recognised in the Consolidated Statement of Profit and Loss.

Derecognition:

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognised (i.e. removed from the Group’s Balance Sheet) when any of the following occurs:

- The contractual rights to cash flows from the financial asset expires;

- The Group transfers its contractual rights to receive cash flows of the financial asset and has substantially transferred all the risks and rewards of ownership of the financial asset;

- The Group retains the contractual rights to receive cash flows but assumes a contractual obligation to pay the cash flows without material delay to one or more recipients under a ‘pass-through’ arrangement (thereby substantially transferring all the risks and rewards of ownership of the financial asset);

- The Group neither transfers nor retains, substantially all risk and rewards of ownership, and does not retain control over the financial asset.

On Derecognition of a financial asset, (except as mentioned in ii above for financial assets measured at FVTOCI), the difference between the carrying amount and the consideration received is recognised in the Consolidated Statement of Profit and Loss.

Impairmentoffinancialassets:

The Group recognises loss allowances using the expected credit loss (ECL) model for the financial assets which are not measured at FVTPL. Expected credit losses are measured at an amount equal to the 12-month ECL, unless there has been a significant increase in credit risk from initial recognition in which case those are measured at lifetime ECL.

• Expected credit losses are the weighted average of credit losses with the respective risks of default occurring as the weights. Credit loss is the difference between all contractual cash flows that are due to the Group in accordance with the contract and all the cash flows that


the Group expects to receive (i.e. all cash shortfalls), discounted at the original effective interest rate. The Group estimates cash flows by considering all contractual terms of the financial instrument (for example, prepayment, extension, call and similar options) through the expected life of that financial instrument.

• The Group measures the loss allowance on financial assets at an amount equal to the lifetime expected credit losses if the credit risk on that financial instrument has increased significantly since initial recognition. If the credit risk on a financial asset has not increased significantly since initial recognition, the Group measures the loss allowance for that financial asset at an amount equal to 12-month expected credit losses. 12-month expected credit losses are portion of the lifetime expected credit losses and represent cash shortfalls that will result if default occurs within the 12 months weighted by the probability of default after the reporting date and thus, are not cash shortfalls that are predicted over the next 12 months.

• When making the assessment of whether there has been a significant increase in credit risk since initial recognition, the Group uses the change in the risk of a default occurring over the expected life of the financial instrument instead of the change in the amount of expected credit losses. To make that assessment, the Group compares the risk of a default occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial instrument as at the date of initial recognition and considers reasonable and supportable information, that is available without undue cost or effort, that is indicative of significant increases in credit risk since initial recognition.

For trade receivables and financial assets arising from transactions with in the scope of Ind AS 115 the Group measures the loss allowance at an amount equal to lifetime expected credit losses.

Further, for the purpose of measuring lifetime expected credit loss allowance for trade receivables, the Group has used a practical expedient as permitted under Ind AS 109. This expected credit loss allowance is computed based on a provision matrix which takes into account historical credit loss experience and adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate and forward-looking information.

The Group writes off a financial asset when there is information indicating that the obligor is in severe financial difficulty and there is no realistic prospect of recovery.

• FinancialLiabilities


The Group recognises a financial liability in its Balance Sheet when it becomes party to the contractual provisions of the instrument. Having regards to the terms and structure of issuance, Financial Liabilities are categorized as follows:

(i) recognised at amortised costs.

(ii) recognised at fair value through profit and loss (FVTPL) including the embedded derivative component if any, which is not separated.

(iii)where there is an embedded derivative as part of the financial liability, such embedded derivative is separated and recorded at fair value and the remaining component is categorized as on amortised costs.


(i) All financial liabilities of the Group are categorized as subsequently measured at amortized cost are subsequently measured using the effective interest method.

(ii) All financial liabilities of the group categorized at fair value are subsequently measured at fair value through profit and loss statement.

(iii) For derivatives embedded in the liability, the embedded derivative is subsequently measured at fair value through profit and loss and the liability is subsequently measured at amortised cost using the effective interest method.

Derecognition: A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.

j) Derivativefinancialinstruments

The Group enters into derivative financial contracts, which are initially recognised at fair value at the date the contracts are entered into and subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognised in profit or loss unless the derivative is designated and effective as a hedging instrument.

In a financial instrument involving embedded derivative, which is separated from the host contract, such embedded derivative component is accounted separately from the underlying host


contract and is initially recognised at fair value and is subsequently measured at fair value at the each reporting period and the resulting gain or loss is recognised in the Statement of profit and loss unless the derivative is designated and effective as a hedging instrument.

k) Fair Value

The Group measures financial instruments at fair value in accordance with the accounting policies mentioned above. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

• In the principal market for the asset or liability, or

• In the absence of a principal market, in the most advantageous market for the asset or liability.

All assets and liabilities for which fair value is measured or disclosed in the Consolidated financial statements are categorized within the fair value hierarchy that categorizes into three levels, described as follows:

The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 inputs) and the lowest priority to unobservable inputs (Level 3 inputs)

Level 1 — quoted (unadjusted) market prices in active markets for identical assets or liabilities

Level 2 — inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

Level 3 — inputs that are unobservable for the asset or liability

For assets and liabilities that are recognised in the Consolidated financial statements at fair value on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization at the end of each reporting period and discloses the same.

l) Foreign Currency Translation

These Consolidated financial statements are presented in Indian Rupees, which is the Group’s functional currency.

Initial Recognition:

On initial recognition, transactions in foreign currencies entered into by the Group are recorded in the functional currency, by applying to the foreign currency amount, the spot exchange rate between the functional currency and the foreign currency at the date of the transaction. Exchange differences arising on foreign exchange transactions settled during the year are recognised in the Consolidated Statement of Profit and Loss.

Measurement of foreign currency items at reporting date:

Foreign currency monetary items of the Group are translated at the closing exchange rates. Non-monetary items that are measured at historical cost in a foreign currency, are translated using the exchange rate at the date of the transaction. Nonmonetary items that are measured at fair value in a foreign currency, are translated using the exchange rates at the date when the fair value is measured.

Exchange differences arising out of these translations are recognised in the Consolidated Statement of Profit and Loss.

Translation of financial statements of foreignentities

On consolidation, the assets and liabilities of foreign operations are translated into Indian Rupees at the exchange rate prevailing at the reporting date and their statements of profit and loss are translated at average exchange rates for the period unless the exchange rates fluctuate significantly during the period, in which case the exchange rates at the dates of the transactions are used.The exchange differences arising, if any, on translation are recognised in Other Comprehensive Income and accumulated equity. On disposal of a foreign operation, all of the exchange differences accumulated in equity in respect of that foreign operation is reclassified to Consolidated Statement of Profit and Loss.

m) Income Taxes

Tax expense is the aggregate amount included in the determination of profit or loss for the period in respect of current tax and deferred tax.

Current tax:

Current tax is the amount of income taxes payable in respect of taxable profit for a period. Taxable profit differs from ‘profit before tax’ as reported in the Consolidated Statement of Profit and Loss


because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible in accordance with applicable tax laws. Current tax is measured using tax rates that have been enacted or substantively enacted by the end of reporting period.

Deferred tax:

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the Consolidated financial statements and the corresponding tax bases used in the computation of taxable profit under Income tax Act, 1961. Deferred tax liabilities are generally recognised for all taxable temporary differences. In case of temporary differences that arise from initial recognition of assets or liabilities in a transaction (other than business combination) that affect neither the taxable profit nor the accounting profit, deferred tax liabilities are not recognised. Also, for temporary differences that arise from initial recognition of goodwill, deferred tax liabilities are not recognised.

Deferred tax assets are generally recognised for all deductible temporary differences to the extent it is probable that taxable profits will be available against which those deductible temporary difference can be utilized. In case of temporary differences that arise from initial recognition of assets or liabilities in a transaction (other than business combination) that affect neither the taxable profit nor the accounting profit, deferred tax assets are not recognised.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow the benefits of part or all of such deferred tax assets to be utilized.

Deferred tax assets and liabilities are measured at the tax rates that have been enacted or substantively enacted by the Balance Sheet date and are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The deferred tax assets (net) and deferred tax liabilities (net) are determined separately for the Parent and each subsidiary company, as per their applicable laws and then aggregated.

Presentation of current and deferred tax:

Current and deferred tax are recognised as income or an expense in the Consolidated Statement of Profit and Loss, except when they relate to items that are recognised in Other Comprehensive Income, in which case, the current and deferred tax income/expense are recognised in Other Comprehensive Income. The Group offsets current tax assets and current tax liabilities, where it has a legally enforceable right to set off the recognised amounts and where it intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously. In case of deferred tax assets and deferred tax liabilities, the same are offset if the Group has a legally enforceable right to set off corresponding current tax assets against current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority on the Group. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

n) Provisions and Contingencies

The Group recognises provisions when a present obligation (legal or constructive) as a result of a past event exists and it is probable that an outflow of resources embodying economic benefits will be required to settle such obligation and the amount of such obligation can be reliably estimated.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not require an outflow of resources embodying economic benefits or the amount of such obligation cannot be measured reliably. When there is a possible obligation or a present obligation in respect of which likelihood of outflow of resources embodying economic benefits is remote, no provision or disclosure is made.

o) Cash and Cash Equivalents

Cash and cash equivalents for the purpose of Cash Flow Statement comprise cash and cheques in hand, bank balances, demand deposits with banks where the original maturity is three months or less.


p) EmployeeBenefits

Short-TermEmployeeBenefits:

All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits and they are recognised in the period in which the employee renders the related service. The Group recognises the undiscounted amount of short-term employee benefits expected to be paid in exchange for services rendered as a liability (accrued expense) after deducting any amount already paid. Post-EmploymentBenefits:

i. Definedcontributionplans:

Defined contribution plans are post-employment benefit plans under which the Group pays fixed contributions into state managed retirement benefit schemes and will have no legal or constructive obligation to pay further contributions, if any, if the state managed funds do not hold sufficient assets to pay all employee benefits relating to employee services in the current and preceding financial years. The Group’s contributions to defined contribution plans are recognised in the Consolidated Statement of Profit and Loss in the financial year to which they relate. The ParentCompany and its Indian subsidiaries operate defined contribution plans pertaining to Employee State Insurance Scheme and Government administered Pension Fund Scheme for all applicable employees. A few Indian Subsidiaries also operate Defined Contribution Plans pertaining to Provident Fund Scheme.

Recognition and measurement of definedcontribution plans:

The Group recognises contribution payable to a defined contribution plan as an expense in the Consolidated Statement of Profit and Loss when the employees render services to the Group during the reporting period. If the contributions payable for services received from employees before the reporting date exceeds the contributions already paid, the deficit payable is recognised as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the reporting date, the excess is recognised as an asset to the extent that the prepayment will lead to, for example, a reduction in future payments or a cash refund.

ii. Definedbenefitplans:

Gratuity scheme: The Parent Company, an Indian subsidiary and it’s foreign subsidiary operates a gratuity scheme for employees. The contribution is paid to a separate entity (a fund) or to a financial institution, towards meeting the Gratuity obligations.

Recognition and measurement of definedbenefitplans:

The cost of providing defined benefits is determined using the Projected Unit Credit method with actuarial valuations being carried out at each reporting date. The defined benefit obligations recognised in the Balance Sheet represent the present value of the defined benefit obligations as reduced by the fair value of plan assets, if applicable. Any defined benefit asset (negative defined benefit obligations resulting from this calculation) is recognised representing the present value of available refunds and reductions in future contributions to the plan.

All expenses represented by current service cost, past service cost if any and net interest on the defined benefit liability (asset) are recognised in the Consolidated Statement of Profit and Loss. Remeasurements of the net defined benefit liability (asset) comprising actuarial gains and losses and the return on the plan assets (excluding amounts included in net interest on the net defined benefit liability/asset), are recognised in Other Comprehensive Income. Such remeasurements are not reclassified to the Consolidated Statement of Profit and Loss in the subsequent periods.

q) Lease accounting

The Group assesses whether a contract contains a lease, at the inception of the contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group considers whether (i) the contract involves the use of identified asset; (ii) the Group has substantially all of the economic benefits from the use of the asset through the period of lease and (iii) the Group has right to direct the use of the asset.


As a lessee

The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the site on which it is located, less any lease incentives received.

Certain lease arrangements include the option to extend or terminate the lease before the end of the lease term. Where appropriate, the right-of-use assets and lease liabilities include these options when it is reasonably certain that the option will be exercised.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of property, plant and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain re-measurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprises of fixed payments, including in-substance fixed payments, amounts expected to be payable under a residual value guarantee and the exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option.

The lease liability is subsequently measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, or if Group changes its

assessment of whether it will exercise a purchase, extension or termination option.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

Lease liability and the right of use asset have been separately presented in the balance sheet and lease payments have been classified as financing activities.

The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of less than or equal to 12 months with no purchase option and assets with low value leases. The Group recognises the lease payments associated with these leases as an expense in statement of profit and loss over the lease term. The related cash flows are classified as operating activities.

As a lessor

Leases for which the Group is a lessor is classified as finance or operating leases. When the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases. The Group recognizes income on operating leases based on the contractual arrangements.

Critical accounting estimate and judgement

1. Determination of lease term

Ind AS 116 Leases requires lessee to determine the lease term as the non-cancellable period of a lease adjusted with any option to extend or terminate the lease, if the use of such option is reasonably certain. The Group makes assessment on the expected lease term on lease by lease basis and thereby assesses whether it is reasonably certain that any options to extend or terminate the contract will be exercised.

2. Discount rate

The discount rate is generally based on the incremental borrowing rate specific to the lease being evaluated or for a portfolio of leases with similar characteristics.

r) BorrowingCost

Borrowing cost includes interest, amortization


of transaction costs incurred in connection with the arrangement of borrowings and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost. Borrowing costs, if any, directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized, if any. All other borrowing costs are expensed in the period in which they occur.

s) Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker (CODM) of the Parent Company. The CODM is responsible for allocating resources and assessing performance of the operating segments of the Group.

t) Share-based Compensation

The Group recognises compensation expense relating to share-based payments in the net profit using fair value in accordance with Ind AS 102, Share-Based Payment. The estimated fair value of awards is charged to income on a straight line basis over the requisite service period for each separately vesting portion of the award as if the award was in substance, multiple awards with a corresponding increase to ESOP Reserve.

u) Earnings Per Share:

Basic earnings per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders (after deducting attributable taxes) by the weighted average number of equity shares outstanding during the year. For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders (after deducting attributable taxes) and the weighted average number of equity shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares. Potential equity shares are deemed to be dilutive only if their conversion to equity shares would decrease the net profit per share from continuing ordinary operations. Potential dilutive equity shares are deemed to be converted as at the beginning of the period, unless they have been issued at a later date. The dilutive potential equity shares are adjusted for the proceeds receivable had the shares been actually issued at fair value (i.e. average market value of the outstanding shares).

Dilutive potential equity shares are determined independently for each period presented.

v) Key Accounting Estimates and Judgements

The preparation of the Group’s financial statements requires the management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

3 CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below:

- Property, Plant and Equipment

The charge in respect of periodic depreciation is derived after determining an estimate of an asset’s expected useful life and the expected residual value at the end of its life. The lives are based on historical experience with similar assets and are based on changes in technical or commercial obsolescence.

- DefinedBenefitObligation

The costs are assessed on the basis of assumptions selected by the management. These assumptions include salary escalation rate, discount rates, expected rate of return on assets and mortality rates.

- Fair value measurement of Financial Instruments

When the fair values of financials assets and financial liabilities recorded in the Balance Sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques, including the discounted cash flow model, which involve various judgements and assumptions.

- Expected Credit Loss

The provision for expected credit loss involves estimating the probability of default and loss given default based on the past experience and other factors.


4 CASH AND CASH EQUIVALENTS

(` in Mn) Particulars As at

March 31, 2021 As at

March 31, 2020 CashandCashEquivalents(AsperIndAS7StatementofCashflows)Cash on hand 0.47 0.36 Cheques in hand 0.46 - Balance with banks - In client account - - - Others 3,866.54 3,711.49 In Deposit accounts (with original maturity of three months or less) - 3,100.34 OthersCashandcashequivalents(AsperIndAS7StatementofCashflows) 3,867.47 6,812.19

5 BANK BALANCE OTHER THAN 4 ABOVE:

(` in Mn)



Other Bank Balances

In Earmarked Accounts 2,025.82 2,852.34

In Deposit accounts (with original maturity of more than 3 months) 1,988.61 2,122.52

Total 4,014.43 4,974.86

OutoftheFixedDepositsshownabove:

(` in Mn)



Lien marked against bank guarantee 1,327.67 1,037.35

Lien marked against overdraft facility 50.08 50.80

Collateral with exchange 116.67 60.84

Lien marked against derivative transactions 444.99 910.95


Total 1,988.61 2,122.52

6 DERIVATIVEFINANCIALINSTRumENTS(REFERNOTE38)

(` in Mn)Part I Derivative Financial Instruments

(Refer Note 38)As at March 31, 2020

Notional amounts

Fair value - Assets

Fair value - Liabilities

Notional amounts

Fair value - Assets


(i) Interest rate derivatives Interest rate swaps 26,000.00 - 1,143.59 Subtotal(i) 26,000.00 - 1,143.59 (ii) Equity linked derivatives

(Nifty Linked)Option premium paid 5,268.19 1,638.58 - 5,524.85 469.40 - Option premium received 2,678.91 - 47.99 3,759.74 - 871.43 Derivative component of liabilities

26.39 2,159.01 - 846.46 473.35

Subtotal(ii) 7,947.10 1,664.97 2,207.00 9,284.59 1,315.86 1,344.78 Total Derivative Financial Instruments (i) + (ii)

7,947.10 1,664.97 2,207.00 35,284.59 1,315.86 2,488.37


(` in Mn)

Part II As at March 31, 2021 As at March 31, 2020

Notional amounts

Fair value - Assets


Notional amounts

Fair value - Assets


Included in above (Part I) are derivatives held for hedging and risk management purposes as follows:

(i) Fair value hedging - - -

(ii) Cashflowhedging - - -

(iii) Net investment hedging - - -

(iv) Undesignated derivatives 7,947.10 1,664.97 2,207.00 35,284.59 1,315.86 2,488.37

Total Derivative Financial Instruments (i)+ (ii)+(iii)+(iv)

7,947.10 1,664.97 2,207.00 35,284.59 1,315.86 2,488.37

7 RECEIVABLES(REFERNOTE38)

(` in Mn)



(i) Trade receivables


Receivables considered good - Unsecured 2,261.00 2,425.49

Receivables - credit impaired 25.31 10.49

Total (i)- Gross 2,286.31 2,435.98

Less: Impairment loss allowance (25.31) (10.49)

Total (i)- Net 2,261.00 2,425.49

(ii) Other receivables

Receivables considered good - Secured 673.99 324.83

Receivables considered good - Unsecured 483.40 855.17

Receivables which have significant increase in credit risk

Receivables - credit impaired

Total (ii)- Gross 1,157.39 1,180.00

Less: Impairment loss allowance - -

Total (ii)- Net 1,157.39 1,180.00

a) No trade or other receivables are due from directors or from other officers of the Company either severally or jointly with any other person nor any trade or other receivables are due from firms or private companies respectively in which any directors is a partner, director or a member as at 31st March 2021 and 31st March 2020.

b) Other recievables include receivables on sale of Investments aggregating to ` 262.67 mn (PY - ` 360.66 mn)

c) Other receivables are generally secured by margin money received from clients and/or securities held on behalf of the clients pending settlement.

d) No trade receivables and other receivables are interest bearing.


8 LOANS(REFERNOTE38)

(` in Mn)

Loans As at March 31, 2021 As at March 31, 2020

Amor-tised cost

At Fair value Subtotal Total Amor-tised cost

At Fair value Subtotal Total

Through Other


Through profitor

loss

Desig-nated at

fair value through profitor

loss

Through Other


Through profitor

loss

Desig-nated at


loss

(A)

(i) Term loans 37,030.08 - - - - 37,030.08 36,469.11 - - - - 36,469.11

(ii) CBLO Lending 499.95 - - - - 499.95 - - - - - -

(iii) Inter Corporate Deposits and Interest on ICD

4.03 4.03 9.47 9.47

(iv) Others - Staff loan 10.00 - - - - 10.00 7.55 - - - - 7.55

Total (A) -Gross 37,544.06 - - - - 37,544.06 36,486.13 - - - - 36,486.13

Less:Impairment loss allowance

(338.16) - - - - (338.16) (167.20) - - - - (167.20)

Total (A) - Net 37,205.90 - - - - 37,205.90 36,318.93 - - - - 36,318.93

(B)

(i) Secured by tangible assets

36,052.40

- - - - 36,052.40 34,958.79 - - - - 34,958.79

(ii) Unsecured 1,491.66 - - - - 1,491.66 1,527.34 - - - - 1,527.34

Less: Impairment loss allowance

(338.16) - - - - (338.16) (167.20) - - - - (167.20)

Total (B)-Net 37,205.90 - - - - 37,205.90 36,318.93 - - - - 36,318.93

(C)

(I) Loans in India 37,543.78 37,543.78 36,485.54 36,485.54


(338.16) (338.16) (167.20) (167.20)

Total(C) (I)-Net 37,205.62 - - - - 37,205.62 36,318.34 - - - - 36,318.34

(II)Loans outside India 0.28 - - - - 0.28 0.59 - - - - 0.59


- - - - - - - - - - - -

Total (C) (II)- Net 0.28 - - - - 0.28 0.59 - - - - 0.59

Total C(I) and C(II) 37,205.90 - - - - 37,205.90 36,318.93 - - - - 36,318.93

Secured loan & Other Credit Facilities given to customer are secured by :-

a) Pledge of Shares / Bonds / Mutual Fund & AIF Units

b) Equitable/Registered Mortgage on Property

c) Personal Guarantee


9 INVESTmENTS(REFERNOTE38)

(` in Mn)

Investments As at March 31, 2021 As at March 31, 2020

Amortised cost

At Fair value Subtotal Total Amortised cost

At Fair value Subtotal Total

Through Other


Through profitor

loss

Desig-nated at


loss

Through Other


Through profitor

loss

Desig-nated at


loss

(A)

Mutual funds - - 2,325.95 - 2,325.95 2,325.95 - - 12,436.24 - 12,436.24 12,436.24

Debt securities - - 13,076.82 - 13,076.82 13,076.82 - - 12,716.44 - 12,716.44 12,716.44

Govt securities - - 649.00 - 649.00 649.00 - - 32,164.29 - 32,164.29 32,164.29

Equity instruments - - 252.83 - 252.83 252.83 - - 107.46 - 107.46 107.46

Alternate investment funds - - 8,443.53 - 8,443.53 8,443.53 - - 7,699.96 - 7,699.96 7,699.96

Others - - 380.46 - 380.46 380.46 - - - - - -

Total (A) - - 25,128.59 - 25,128.59 25,128.59 - - 65,124.39 - 65,124.39 65,124.39

(B)

i) Investments outside India - - 209.45 - 209.45 209.45 - - 85.40 - 85.40 85.40

ii) Investments in India - - 24,919.14 - 24,919.14 24,919.14 - - 65,038.99 - 65,038.99 65,038.99

Total (B) - - 25,128.59 - 25,128.59 25,128.59 - - 65,124.39 - 65,124.39 65,124.39

(C)

Less: Allowance for impairment loss

- - - - - - - - - - - -

Total- Net (D) = A-C - - 25,128.59 - 25,128.59 25,128.59 - - 65,124.39 - 65,124.39 65,124.39

Note: Out of the above investments `9,366.83 mn (PY - ` 46,356.09 ) are kept as collateral

Name of Investment As at March 31, 2021 As at March 31, 2020 Face Value No. of Units Total Amount Face Value No. of Units Total Amount

Investment in Mutual Funds include :ADITYA BIRLA SL CREDIT RISK DIRECT-GROWTH - - - 10.00000 3,591,505.00 52.83

ADITYA BIRLA SL CREDIT RISK DIRECT-GROWTH- Segregated Portfolio 1

10.00000 3,591,505.00 1.49 10.00000 3,591,505.00 1.56

ADITYA BIRLA SL MEDIUM TERM DIRECT-GROWTH - - - 10.00000 3,162,822.02 72.84

ADITYA BIRLA SL MEDIUM TERM DIRECT-GROWTH- Segregated Portfolio 1

10.00000 3,162,822.01 4.41 10.00000 3,162,822.01 4.60

AXIS MUTUAL FUND AXIS TECHNOLOGY ETF FUND 100.00000 194,160.00 50.19 - - -

AXIS STRATEGIC BOND DIRECT-GROWTH - - - 10.00000 4,205,807.00 87.21

DSP FMP SERIES 241-36M DIRECT-GROWTH - - - 10.00000 4,800,000.00 55.01

FRANKLIN TEMPLETON ASSET MANAGEMENT (INDIA) PRIVATE LIMITED SHORTTERM INCOME PLAN RETAIL GROWTH OPEN END

1,000.00000 374.31 1.49 - - -

HDFC CREDIT RISK DEBT DIRECT-GROWTH - - - 10.00000 2,108,369.00 36.78

HDFC DEBT FUND FOR CANCER CURE - 50% REGULAR OPTION-2014 - DIVIDEND DONATION

- - - 10.00000 1,000,000.00 10.02

HDFC EQUITY OPPORTUNITIES FUND II 1126D MAY 2017 (1) REG-GROWTH

- - - 10.00000 2,000,000.00 16.52

HDFC MUTUAL FUND FMP 1124D JU 18 (1) SR 41 DIR GROWTH 26JL21

- - - 10.00000 10,245,000.00 117.28

HDFC MUTUAL FUND FMP 1302D SEP 16 (1) SR 37 REG GROWTH 21AP20

- - - 10.00000 10,815,013.00 143.21

HDFC MUTUAL FUND FMP 1309D SEP 16 (1) SR 37 REG GROWTH 20AP20

- - - 10.00000 8,100,000.00 107.44

HDFC MUTUAL FUND FMP 3360D MAR2014(1)SR30 REG QTLYDIVPY 06JU23

10.00000 2,250,000.00 37.69 10.00000 5,001,000.00 51.19

HDFC MUTUAL FUND LIQUID FUND DIRECT GROWTH OPEN ENDED

- - - 1,000.00000 94,758.99 370.19

HDFC MUTUAL FUND LIQUID FUND RG GROWTH OPEN ENDED

1,000.00000 61,134.00 247.32 1,000.00000 171,786.76 667.15



HDFC MUTUAL FUND SHORT TERM DBT FD DIRECT GROWTH OPEN ENDED

10.00000 7,338,251.00 183.07 10.00000 12,228,707.00 279.89

HDFC SHORT TERM DEBT FUND - REGULAR - - - 10.00000 2,243,540.00 50.79

ICICI PRULIQUID -G - - - 100.00000 6,841,482.51 2,001.14

ICICI PRUDENTIAL MUTUAL FUND FMP SR 82-1136D PL P CUM 30AP21

10.00000 269,865.00 3.41 10.00000 5,420,000.00 63.26

ICICI PRU MEDIUM TERM BOND DIRECT-GROWTH - - - 10.00000 1,522,332.00 50.56

ICICI Prudential Overnight Fund Growth - - - 100.00000 133,725.35 39.11

IIFL DYNAMIC BOND FUND DIRECT PLAN - GROWTH 10.00000 20,600,176.14 361.94 10.00000 563,624.61 9.29

IIFL FOCUSSED EQUITY FUND - DIRECT PLAN - GROWTH 10.00000 826,539.44 21.41 10.00000 826,539.44 12.02

IIFL LIQUID FUND - DIRECT PLAN - GROWTH 1,000.00000 4,769.07 7.58 1,000.00000 4,769.07 7.36

IIFL LIQUID FUND - REGULAR PLAN - GROWTH 1,000.00000 8.08 0.01 1,000.00000 8.08 0.01

IIFL MUTUAL FUND INDIA GROWTH FD DIR GROWTH OPEN

- - - 10.00000 6,467,210.37 94.01

INVESCO INDIA LIQUID-GROWTH - - - 1,000.00000 368,473.73 1,000.37

KOTAK FMP SERIES 232 - 1137 DAYS - DIRECT PLAN - GROWTH

- - - 10.00000 8,225,000.00 95.57

KOTAK MAHINDRA MUTUAL FUND MEDIUM TERM FD DIR GROWTH OP

- - - 10.00000 2,854,225.00 49.06

KOTAK MAHINDRA MUTUAL FUND CREDIT RISK FUND DIR GROWTH ENED

- - - 10.00000 4,838,106.01 113.50

L&T RESURGENT INDIA BOND DIRECT-GROWTH - - - 10.00000 2,829,354.55 43.57

L & T MUTUAL FUND FMP SR XIV SCHEME A(1233D) GROWTH 15MY20

- - - 10.00000 8,758,338.00 105.92

RELIANCE MUTUAL FUND LIQUID FD-GRW PL-GROWTH - DEMAT MODE

- - - 1,000.00000 41,000.00 197.72

SBI LIQUID FUND - REGULAR PLAN -GROWTH 1,000.00000 184,073.98 589.61 1,000.00000 1,532,405.55 4,740.68

SBI MUTUAL FUND LIQUID FD-DIRECT GROWTH 1,000.00000 209,201.31 673.97 1,000.00000 161,704.89 502.74

SBI SAVINGS-GROWTH 10.00000 100,000.88 3.26 10.00000 34,740,162.07 1,076.84

SBI SAVINGS FUND - DIRECT PLAN - GROWTH 10.00000 4,067,953.43 139.10 - - -

UTI FIXED TERM INCOME FUND - SERIES XXVII - II (1161 DAYS) REG-GROWTH

- - - 10.00000 9,776,500.00 109.00

Total 2,325.95 12,436.24

Investment in Government Securities include :07.32% GOVERNMENT OF INDIA FVRS100 28JAN2024 100.00000 1,000,000.00 107.48 100.00000 162,500,000.00 17,414.61

08.24% GOVERNMENT OF INDIA GOVT. STOCK 2027 - - - 100.00000 7,500,000.00 830.17

07.16% GOVT. STOCK 2023 - - - 100.00000 500,000.00 53.61

07.68% GOVT. STOCK 2023 - - - 100.00000 5,000,000.00 545.81

07.35% GOVT. STOCK 2024 100.00000 5,000,000.00 541.52 100.00000 53,500,000.00 5,784.00

08.40% GOVT. STOCK 2024 - - - 100.00000 50,000,000.00 5,556.28

07.72% GOVT. STOCK 2025 - - - 100.00000 16,500,000.00 1,805.68

09.15% GOVT. STOCK 2024 - - - 100.00000 1,500,000.00 174.13

649.00 32,164.29

Investment in Debt Securities include :0% KOTAK MAHINDRA INVESTMENTS LIMITED KMIL/2018-19/NCD03 ZC NCD 29JN21 FVRS10LAC

1,000,000.00000 8 7.55

0.00% EMBASSY OFFICE PARKS REIT 3-JUNE-22 - - - 1,000,000.00000 103 112.17

0.00% INDIA GRID TRUST 4-JAN-23 1,000,000.00000 10 11.85 1,000,000.00000 111 120.02

0.00% TATA CAPITAL FINANCE 17-MARCH-21 - - - 1,000,000.00000 250 248.49

7.27% PFC LTD TAX FREE BOND 15 YRS SR2A ANNUAL - - - 1,000.00000 425.00 0.51

7.39% HUDCO TAX FREE BOND 15 YRS TR2IIA ANNUAL - - - 1,000.00000 602.00 0.69

7.51/8.01 HOUSING AND URBAN DEVELOPMENT CORP. LTD. 7.51/8.01 LOA 16FB28 FVRS1000_N5

- - - 1,000.00000 1,701.00 1.89

8.1/8.22 HOUSING AND URBAN DEVELOPMENT CORP. LTD. 8.1/8.22 LOA 05MR22 FVRS1000_N3

- - - 1,000.00000 4,540.00 4.76

8.20% NATIONAL HIGHWAYS AUTHORITY OF INDIA 8.2 BD 25JN22 FVRS1000_N1

- - - 1,000.00000 143,902.00 155.70

8.3% L & T INFR FIN CO LTD NCD 22MR21 FVRS1000 - - - 1,000.00000 9,036.00 17.85

8.30% NATIONAL HIGHWAYS AUTHORITY OF INDIA 8.3 BD 25JN27 FVRS1000_N2

1,000.00000 6,171.00 7.61 1,000.00000 50,000.00 59.08



8.40% INDIGRID 2024 SECURED REDEEMABLE MLD SERIES B FV 10 LAKHS 24JAN24

- - - 1,000,000.00000 653.00 661.62

8.52 IDFC FIRST BANK LIMITED SR-OBB 17 OPT IV NCD 27FB25 FVRS10LAC

- - - 1,000,000.00000 98.00 94.99

8.54% NHPC LTD TAX FREE BOND 15 YRS TR-I SR2-A ANNUAL

- - - 1,000.00000 1,685.00 2.14

8.70% BANK OF BARODA SERIES X NCD PERPATUAL FVRS10LAC

1,000,000.00000 270.00 279.36 1,000,000.00000 150.00 147.12

8.75% SBI SERIES I 8.75 BD PERPETUAL FVRS10LAC 1,000,000.00000 133.00 142.85 1,000,000.00000 1.00 1.04

8.75% TATA PROJECTS LIMITED SR B 8.75 NCD 11JN23 FVRS10LAC

- - - 1,000,000.00000 750.00 778.34

8.85% HDFC BANK BASEL III PERPETUAL BONDS SERIES 1/2017-18

1,000,000.00000 15.00 16.51 1,000,000.00000 52.00 55.70

8.90% RELIANCE HOME FINANCE LTD SR-I CAT III & IV 3YRS FV RS 1000

1,000.00000 10.00 0.00 1,000.00000 10.00 0.00

8/8.15 INDIAN RAILWAY FINANCE CORPORATION LIMITED 8/8.15 LOA 23FB22 FVRS1000_N1

- - - 1,000.00000 252,877.00 272.13

9.08% UNION BANK OF INDIA SR-XXIV BD PERPETUAL FVRS10LAC

1,000,000.00000 1,094.00 1,197.56 1,000,000.00000 95.00 101.58

9.20% POWER FINANCE CORPORATION LTD. BD 07JL21 FVRS10LAC LOA UPTO 07JL14

- - - 1,000,000.00000 10.00 10.96

9.37% STATE BANK OF INDIA SERIES II BD PERPETUAL FVRS10LAC

1,000,000.00000 30.00 32.09 1,000,000.00000 191.00 199.39

9.45% STATE BANK OF INDIA NCD FV10LAC 22MAR2030 1,000,000.00000 99.00 103.29 1,000,000.00000 350.00 355.53

9.50 INDUSIND BANK LIMITED BD PERPETUAL FVRS10LAC - - - 1,000,000.00000 85.00 83.26

9.50% INDUSIND BANK LIMITED BD PERPETUAL FVRS10LAC

- - - 1,000,000.00000 2.00 1.95

9.56% STATE BANK OF INDIA SERIES 1 NCD PERPETUAL FVRS10LAC

1,000,000.00000 40.00 43.13 1,000,000.00000 15.00 15.80

9.90% ICICI BANK LIMITED SR DDE18AT 9.90 BD PERPETUAL FVRS10LAC

1,000,000.00000 1.00 1.09 1,000,000.00000 226.00 234.56

9.95% SYNDICATE BANK SR-IV LOA PERPETUAL FVRS10LAC

- - - 1,000,000.00000 5.00 5.17

10.50% INDUSIND BANK LIMITED SERIES III-2019 NCD PERPEUAL FVRS10LAC

1,000,000.00000 261.00 257.62 1,000,000.00000 377.00 369.54

ADITYA BIRLA FINANCE LIMITED SERIES C1 NCD 05JU20 FVRS10LAC

- - - 1,000,000.00000 20.00 23.33

HDB FINANCIAL SERVICES LIMITED SERIES A/0(ZC)/124 NCD 29OT21 FVRS10LAC

- - - 1,000,000.00000 50.00 58.55

HDB FINANCIAL SERVICES LIMITED SR-A/0/104 OP 3 NCD 08JL20 FVRS10LAC

- - - 1,000,000.00000 7.00 8.72

HINDUJA LEYLAND FINANCE LIMITED SR 001 BR NCD 17SP24 FVRS10LAC

- - - 1,000,000.00000 228.00 255.08

ICICI BANK LIMITED SR- DMR17AT 9.2 BD PERPETUAL FVRS10LAC

1,000,000.00000 35.00 35.81 1,000,000.00000 240.00 239.96

ICICI BANK LIMITED SR-DMR18AT 9.15 BD PERPETUAL FVRS10LAC

1,000,000.00000 50.00 54.82 1,000,000.00000 15.00 15.93

INDIA INFOLINE FINANCE LIMITED MLD-2021 G2 NCD 22NOV21

- - - 1,000,000.00000 3.00 3.09

INDIA INFOLINE FINANCE LIMITED SR C-12 BR NCD 27AR20 FVRS10LAC

- - - 1,000,000.00000 8.00 9.15

INDIAN RAILWAY FINANCE CORPORATION LIMITED 8 / 8.15 BD 23FB22 FVRS1000 LOAUPTO 22FB12

- - - 1,000.00000 150,000.00 161.42

KOTAK MAHINDRA INVESTMENTS LIMITED SR-030 NCD 05AG20 FVRS10LAC

- - - 1,000,000.00000 5.00 4.89

L&T INFRA DEBT FUND LIMITED SR D-FY 2019-20 BR NCD 28FB25 FVRS10LAC

- - - 1,000,000.00000 85.00 86.16

L&T INFRA DEBT FUND LIMITED SR E-FY 2019-20 - - - 1,000,000.00000 1,046.00 1,081.04

LIC HOUSING FINANCE LIMITED SR TRANCHE 375 LOA 18MY20 FVRS10LAC

- - - 1,000,000.00000 50.00 55.35

PUNJAB NATIONAL BANK SR-IX9.21BDPERPETUALFVRS10LACLOAUPTO27AP17

1,000,000.00000 1.00 1.01 1,000,000.00000 451.00 444.86

PUNJAB NATIONAL BANK SR-VII 9.15 LOA PERPETUAL FVRS10LAC

- - - 1,000,000.00000 437.00 426.53



PUNJAB NATIONAL BANK SR-VIII 8.95 LOA PERPETUAL FVRS10LAC

- - - 1,000,000.00000 781.00 774.95

PUNJAB NATIONAL BANK SR-XI 8.98 BD PERPETUALFVRS10LACLOAUPTO03SP17

- - - 1,000,000.00000 859.00 892.93

RELIANCE CAPITAL LIMITED SR-B/359A TYPE III BR NCD 21OT19 FVRS1LAC

100,000.00000 239.00 8.92 100,000.00000 239.00 8.92

RELIANCE CAPITAL LIMITED SR-B/359A TYPE IV BR NCD 24OT19 FVRS1LAC

100,000.00000 704.00 26.25 100,000.00000 704.00 26.25

STATE BANK OF INDIA SR-1 9 BD PERPETUAL FVRS10LAC 1,000,000.00000 2.00 2.12 1,000,000.00000 29.00 30.76

STATE BANK OF INDIA SR-III 8.39 BD PERPETUAL FVRS10LAC

- - - 1,000,000.00000 437.00 452.20

STATE BANK OF INDIA SR-IV 8.15 BD PERPETUAL FVRS10LAC

1,000,000.00000 610.00 650.24 1,000,000.00000 1,650.00 1,717.20

SYNDICATE BANK SR-V 9.8 LOA PERPETUAL FVRS10LAC - - - 1,000,000.00000 1,383.00 1,443.18

UNION BANK OF INDIA SR-XXIII TR-2 9.1 BD PERPETUAL FVRS10LAC

- - - 1,000,000.00000 381.00 376.46

0.00% HDB FINANCIAL SERVICES LIMITED SR-A/0/119 NCD 08JU21 FVRS10LAC

1,280,989.00000 20.00000 25.62 - - -

0.00% TATA CAPITAL HOUSING FINANCE 24-JAN-24 1,000,000.00000 3.00000 3.04 - - -

10.99% UNION BANK OF INDIA SR-III10.99 BDPERPETUALFVRS10LACLOAUPTO04AG16

1,000,000.00000 42.00000 45.53 - - -

11% RAJDARBAR PSORIASIS RESEARCH CENTRE PRIVATE LIMITED 11 NCD 01FB24 FVRS10LAC

1,000,000.00000 250.00000 256.90 - - -

6.6861% MINDSPACE BUSINESS PARK REIT 17-MAY-24 1,000,000.00000 50.00000 50.20 - - -

7.04% HUDCO TAX FREE BOND 10 YRS TR2IA ANNUAL 1,000.00000 1,000.00000 1.13 - - -

7.04% INDIAN RAILWAY FINANCE CORPORATION LIMITED SR-106 7.04 BD 03MR26 FVRS10LACLOAUPTO 05AP16

1,000,000.00000 13.00000 14.87 - - -

7.18% REC LTD TAX FREE BOND 20 YRS SR3A ANNUAL 1,000.00000 229.00000 0.30 - - -

7.35%/7.64% IRFC 22-MAR-2031 1,000.00000 850.00000 1.06 - - -

7.39/7.64 HUDCO 8-FEB-2031 1,000.00000 500.00000 0.61 - - -

8.18% NHPC LTD TAX FREE BOND 10 YRS TR-I SR1-A ANNUAL

1,000.00000 32,210.00000 37.55 - - -

8.2/8.35 HOUSING AND URBAN DEVELOPMENT CORP. LTD. 8.2/8.35 LOA 05MR27 FVRS1000

1,000.00000 4,100.00000 4.86 - - -

8.23% IRFC 10YRS SR1A 18022024 1,000.00000 19,978.00000 23.44 - - -

8.35% INDIAN RAILWAY FINANCE CORPORATION LIMITED SR- 89 OP-I 8.35 LOA 21NV23 FVRS10LAC

1,000,000.00000 1.00000 1.17 - - -

8.41% INDIA INFRASTRUCTURE FINANCE COMPANY LIMITED TRCH-II SR-1A 8.41 LOA 22JN24 FVRS1000

1,000.00000 5,000.00000 5.56 - - -

8.41% NTPC LTD TAX FREE BOND 10 YRS SR1A ANNUAL_16DC23

1,000.00000 37,998.00000 42.44 - - -

8.50% / 8.75% NHAI BOND 05-FEB-29 (CORPORATE) 1,000.00000 25,000.00000 31.63 - - -

8.50% BANK OF BARODA SR XIV 8.50 BD PERPETUAL FVRS10LAC

1,000,000.00000 25.00000 25.71 - - -

8.50% SBI 22-NOV-24 PERP 1,000,000.00000 393.00000 411.43 - - -

8.75% AXIS BANK LIMITED SR-28 NCD PERPETUAL FVRS10LAC

1,000,000.00000 370.00000 398.57 - - -

BANK OF BARODA SR XII 8.25 BD PERPETUAL FVRS10LAC 1,000,000.00000 60.00000 62.89 - - -

BANK OF BARODA SRIV10.49NCDPERPETUALFVRS10LACLOAUPTO29MR17

1,000,000.00000 97.00000 99.13 - - -

BANK OF BARODA SR-IX 8.65 BD PERPETUAL FVRS10LAC 1,000,000.00000 110.00000 116.88 - - -

BANK OF BARODA SR-VII 9.14 BD PERPETUAL FVRS10LAC 1,000,000.00000 15.00000 15.24 - - -

EMBASSY PROPERTY DEVELOPMENTS PRIVATE LIMITED (EPDPL) - EMBASSY MLD SERIES - I - 28APRIL23

1,000,000.00000 1,500.00000 1,500.45 - - -

EMBASSY PROPERTY DEVELOPMENTS PRIVATE LIMITED BR NCD 02MR30 FVRS10LAC

1,000,000.00000 163.00000 161.16 - - -

EMBASSY PROPERTY DEVELOPMENTS PRIVATE LIMITED BR NCD 02MR30 FVRS10LAC - SERIES 2

1,000,000.00000 52.00000 52.28 - - -

HDB FINANCIAL SERVICES LIMITED SR 2020 A/0(ML)/4 BR NCD 09MY23 FVRS10LAC

1,000,000.00000 14.00000 15.24 - - -

ICICI BANK LIMITED SR-DOT17AT 8.55 BD PERPETUAL FVRS10LAC

1,000,000.00000 148.00000 156.04 - - -

IIFL HOME FINANCE LIMITED MLD-2028 SERIES C3 FVRS10LAC

1,000,000.00000 140.00000 173.03 - - -



IIFL HOME FINANCE LIMITED SERIES C12 BR NCD 25AP24 FVRS10LAC

1,000,000.00000 78.00000 92.05 - - -

KOTAK MAHINDRA PRIME LIMITED NCD 19JN24 FVRS10LAC

1,000,000.00000 76.00000 65.41 - - -

MINDSPACE BUSINESS PARKS REIT- MLD SERIES 2 1,000,000.00000 650.00000 655.14 - - -

MINDSPACE BUSINESS PARKS REIT SR 2 BR NCD 17MY24 FVRS10LAC

1,000,000.00000 51.00000 51.91 - - -

PRIUS COMMERCIAL PROJECTS PRIVATE LIMITED 12 NCD 02MR36 FVRS1000

1,000.00000 633,400.00000 633.40 - - -

PRIUS COMMERCIAL PROJECTS PRIVATE LIMITED SR 2 NCD 02MR41 FVRS1000

1,000.00000 881,489.00000 70.60 - - -

PUNJAB NATIONAL BANK SR-VIII8.95 BDPERPETUALFVRS10LACLOAUPTO02AP17

1,000,000.00000 53.00000 53.65 - - -

RAJDARBAR NINE VENTURES PRIVATE LIMITED 11 NCD 18DC23 FVRS10LAC

1,000,000.00000 1,350.00000 1,375.99 - - -

REDDY VEERANNA INVESTMENTS PRIVATE LIMITED SR A NCD 30SP22 FVRS10LAC

1,000,000.00000 63.00000 31.74 - - -


1,000,000.00000 1,626.00000 1,629.40 - - -


1,000,000.00000 60.00000 60.13 - - -

REDDY VEERANNA INVESTMENTS PRIVATE LIMITED SR-A NCD 30SP22 FVRS10LAC

1,000,000.00000 105.00000 60.33 - - -

SAMASTA MICROFINANCE LIMITED SR-EC975-191021 NCD 19OCT21 FVRS1LAC

100,000.00000 69.00000 8.94 - - -

VIDYA TRUST 2021 SERIES II SERIES II PTC 26MAR21 (THINK & LEARN PVT LTD PTC 9.55% IRR 15MAR2022)

10,000.00000 167,770.00000 1,681.85 - - -

13,076.63 12,716.44

Investment in Equity Instrument include :FINEWORTHY SOFTWARE SOLUTION PRIVATE LIMITED 10.00000 489,904.00 112.19 10.00000 489,904.00 106.86

MF UTILITIES INDIA PRIVATE LIMITED 1.00000 500,000.00 0.50 1.00000 500,000.00 0.50

PRIUS COMMERCIAL PROJECTS PRIVATE LIMITED EQ NEW FV ` 10/-

10.00000 14,000,000.00 140.00 -

StoveKraft 82.00 0.04 -

IIFLW CSR FOUNDATION 10.00000 - 0.10 10.00000 - 0.10

252.83 107.46

Investment in Alternate investment funds include :ABAKKUS EMERGING OPPORTUNITIES FUND - 1 - CLASS E 1,000.00000 10,000.00 19.05 1,000.00000 10,000.00 8.12

ABAKKUS GROWTH FUND - 1 - CLASS E 1,000.00000 10,000.00 16.44 1,000.00000 10,000.00 7.35

ASK SELECT FOCUS FUND - CLASS E 1,000.00000 10,597.22 14.71 1,000.00000 10,597.22 8.50

BLUME VENTURES (OPPORTUNITIES) FUND IIA 100.00000 699,068.07 129.77 100.00000 400,045.84 43.40

BLUME VENTURES FUND 10,000.00000 1.79 0.06 10,000.00000 910.00 22.09

Boothbay Fund - - 183.32 -

BOV CAPITAL FUND 1 USD 385,432.00 24.98 1 USD 500,000.00 41.78

CERRACAP II LP FUND - - 75.33 - - 43.62

EDELWEISS CATALYST OPPORTUNITIES FUND - CLASS A1 - - - 10.00000 5,595,834.69 41.75

HIGH CONVICTION FUND - SERIES 1 - CLASS S 10.00000 2,500,000.00 31.67 10.00000 2,500,000.00 18.02

IA ALL CAP FUND - CLASS S 10.00000 10,356,188.09 104.54 10.00000 10,356,188.09 60.66

IA BALANCE FUND - CLASS S2 - - - 10.00000 778,505.41 8.73

IA BLENDED FUND - SERIES 2 - CLASS A 10.00000 14,368,578.45 121.51 10.00000 26,264,366.63 259.36

IA BLENDED FUND - SERIES 2 - CLASS S 10.00000 5,096,412.67 42.99 10.00000 3,611,612.99 35.67

IA DIVERSIFIED FUND - CLASS S2 10.00000 9,370,981.20 110.35 10.00000 2,514,771.62 29.26

IA OPPORTUNITIES FUND - SERIES 1 - CLASS S1 10.00000 2,990,919.72 43.81 10.00000 2,990,919.72 28.27


IA OPPORTUNITIES FUND - SERIES 1 - CLASS S5 10.00000 311,276.14 8.60 10.00000 100.10 0.18


IA OPPORTUNITIES FUND - SERIES 4 - CLASS S2 10.00000 192,925.37 2.23 10.00000 192,925.37 1.52



IA OPPORTUNITIES FUND - SERIES 6 - CLASS S1 - - - 10.00000 238,068.95 2.23





IA OPPORTUNITIES FUND - SERIES 6 - CLASS S5 - - - - - -




IA OPPORTUNITIES FUND - SERIES 8 - CLASS S4 10.00000 1,286,010.34 16.23 10.00000 359,270.98 4.05


IA VALUE FUND - SERIES A - CLASS S4 7.41030 1,697,585.10 8.89 10.00000 1,697,585.10 18.23

ICICI PRUDENTIAL REAL ESTATE AIF II - CLASS A 100.00000 639,428.06 53.56 100.00000 314,646.58 26.86

IIFL ASIA OPPORTUNITIES FEEDER FUND 10 USD 2,500.00 184.47 -

IIFL BLENDED FUND - SERIES A - CLASS S1 10.00000 2,238,190.16 22.95 10.00000 2,238,190.16 13.09





IIFL BLENDED FUND - SERIES B - CLASS S 10.00000 3,223,489.50 41.04 10.00000 3,223,489.50 26.70

IIFL BLENDED FUND - SERIES C - CLASS B 10.00000 2,500.00 0.03 10.00000 2,500.00 0.02

IIFL BLENDED FUND - SERIES C - CLASS S 10.00000 3,193,222.93 39.68 10.00000 3,193,222.93 29.52

IIFL EQUITY OPPORTUNITIES FUND - CLASS A 10.00000 14,090,830.26 142.34 -

IIFL EQUITY OPPORTUNITIES FUND - CLASS S 10.00000 6,474,482.85 66.43 10.00000 1,944,390.94 18.07

IIFL FOCUSED EQUITY STRATEGIES FUND - CLASS S1 - - - 10.00000 2,532,726.88 35.00



IIFL HIGH GROWTH COMPANIES FUND - Class A1 - - - 10.00000 7,983,908.32 69.19

IIFL HIGH GROWTH COMPANIES FUND - Class A2 - - - 10.00000 3,043,992.30 26.63

IIFL HIGH GROWTH COMPANIES FUND - CLASS S 10.00000 9,370,389.59 149.09 10.00000 6,300,855.67 56.98

IIFL INCOME OPPORTUNITIES FUND SERIES - SPECIAL SITUATIONS - CARRY

3.99600 673.84 0.00 3.99630 673.84 0.00

IIFL INCOME OPPORTUNITIES FUND SERIES - SPECIAL SITUATIONS - CLASS B

3.99600 2,832,165.24 3.84 3.99630 1,899,242.10 4.15

IIFL INCOME OPPORTUNITIES FUND SERIES 2 - Class A1 10.00000 11,666,764.59 133.58 10.00000 655,318.43 7.11

IIFL INCOME OPPORTUNITIES FUND SERIES 2 - CLASS A3 10.00000 1,415,065.24 16.27 10.00000 8,632,170.87 93.82

IIFL INCOME OPPORTUNITIES FUND SERIES 2 - CLASS B3 - - - 10.00000 8,720,785.37 93.77

IIFL INCOME OPPORTUNITIES FUND SERIES 2 - CLASS S 10.00000 18,607,307.71 215.19 10.00000 17,500,000.00 190.76

IIFL INCOME OPPORTUNITIES FUND SERIES DEBT ADVANTAGE - Class A2

- - - 2.15720 1,000,000.00 2.18

IIFL INCOME OPPORTUNITIES FUND SERIES DEBT ADVANTAGE - CLASS S

- - - 2.15720 7,102,978.66 15.38

IIFL INCOME OPPORTUNITIES FUND SERIES SPECIAL SITUATIONS - CARRY

3.99630 1,010.77 0.00 3.99630 1,010.77 0.00

IIFL INCOME OPPORTUNITIES FUND SERIES SPECIAL SITUATIONS - CLASS B

3.99600 5,709,898.84 7.75 3.99630 932,923.14 2.04

IIFL INDIA PE FUND SERIES 1A - CLASS S 10.00000 4,999,750.01 66.12 -

IIFL INDIA PRIVATE EQUITY FUND - CLASS A 10.00000 5,726,134.67 56.79 10.00000 5,726,134.67 56.30

IIFL INDIA PRIVATE EQUITY FUND - CLASS B 10.00000 18,478,882.92 184.40 10.00000 16,041,035.92 158.26

IIFL INDIA PRIVATE EQUITY FUND - CLASS S 10.00000 2,373,032.77 24.53 10.00000 1,623,037.43 16.26

IIFL LONG TERM EQUITY GROWTH FUND - CLASS S - - - 10.00000 1,000,000.00 9.16

IIFL MULTI-STRATEGY FUND - CLASS S 10.00000 10,000,000.00 146.94 10.00000 10,000,000.00 84.34

IIFL ONE OPPORTUNITIES FOF - SERIES 1 CLASS S 10.00000 999,950.00 10.00 -

IIFL ONE OPPORTUNITIES FUND - SERIES 20 - CLASS S 10.00000 6,657,179.88 74.46 10.00000 5,530,405.69 34.77

IIFL RE ORGANIZE INDIA EQUITY FUND - CLASS S - - - 10.00000 11,440,326.99 60.98


IIFL REAL ESTATE FUND (DOMESTIC) - SERIES 2 - CLASS A 4.80700 8,086,078.81 38.07 6.06340 8,086,078.81 47.98

IIFL REAL ESTATE FUND (DOMESTIC) - SERIES 2 - CLASS B 4.80700 6,480,489.66 29.93 6.06340 5,560,256.52 32.48

IIFL REAL ESTATE FUND (DOMESTIC) - SERIES 3 - CLASS B 7.49460 27,700,742.21 149.87 8.59350 26,712,466.05 190.96

IIFL REAL ESTATE FUND (DOMESTIC) - SERIES 3 - CLASS C 7.49460 3,680,000.00 10.56 4.27990 3,680,000.00 12.21

IIFL REAL ESTATE FUND (DOMESTIC) - SERIES 3 - CLASS S 7.49460 25,000,000.00 141.89 8.59350 25,000,000.00 186.35


IIFL REAL ESTATE FUND (DOMESTIC) - SERIES 4 - CLASS A 8.74040 33,661,718.26 231.88 9.12670 33,661,718.26 263.44



IIFL REAL ESTATE FUND (DOMESTIC) - SERIES 4 - CLASS B 8.74040 3,486,147.57 23.87 -

IIFL REAL ESTATE FUND (DOMESTIC) - SERIES 4 - CLASS S 8.74040 10,000,000.00 68.89 9.12670 10,000,000.00 78.25

IIFL SEED VENTURE FUND - KOGTA CO-INVESTMENT 10.00000 2,499.88 0.03 -

IIFL SEED VENTURES FUND - SERIES 2 - CLASS S 10.00000 5,000,000.00 57.05 10.00000 5,000,000.00 50.40

IIFL SEED VENTURES FUND 1 - CARRY 7.68840 1,500.00 0.01 9.74920 1,500.00 0.01

IIFL SEED VENTURES FUND 1 - CLASS B 7.68840 7,258,512.54 166.67 -

IIFL SEED VENTURES FUND 1 - CLASS S 7.68840 18,584,493.69 442.78 9.74920 18,584,493.69 434.50

IIFL SELECT EQUITY FUND - CLASS S 4.95400 2,011,941.36 21.57 10.00000 3,027,199.07 42.47

IIFL SELECT EQUITY FUND - CLASS S1 4.95400 2,982,721.17 31.05 10.00000 4,168,707.62 59.83

IIFL SELECT SERIES I - CLASS S 2.61800 1,680,799.34 8.96 8.59450 1,680,799.34 16.54

IIFL SELECT SERIES II - CLASS S 10.00000 9,329,693.78 132.60 10.00000 5,000,000.00 47.15


IIFL SPECIAL OPPORTUNITIES FUND - SERIES 1 - CLASS A2 7.60750 934,180.94 10.88 9.17270 936,113.06 8.48

IIFL SPECIAL OPPORTUNITIES FUND - SERIES 1 - CLASS S 7.60750 4,345,070.33 52.11 9.17270 4,345,070.33 39.99

IIFL SPECIAL OPPORTUNITIES FUND - SERIES 1 - CO INVESTMENT - CAPACITE INFRAPROJECTS LIMITED - CLASS S

10.00000 47,643.75 0.36 10.00000 47,643.75 0.14

IIFL SPECIAL OPPORTUNITIES FUND - SERIES 1 - CO INVESTMENT - INDIA ENERGY EXCHANGE LTD - CLASS S

- - - 10.00000 172,476.76 1.36

IIFL SPECIAL OPPORTUNITIES FUND - SERIES 1 - CO INVESTMENT - NATIONAL STOCK EXCHANGE OF INDIA LIMITED - CLASS S

10.00000 135,116.11 2.32 10.00000 893,170.63 9.26

IIFL SPECIAL OPPORTUNITIES FUND - SERIES 1 - CO INVESTMENT - NAZARA TECHNOLOGIES LIMITED - CLASS S

10.00000 67,559.79 0.30 10.00000 474,032.44 3.65

IIFL SPECIAL OPPORTUNITIES FUND - SERIES 1 - CO INVESTMENT - NSDL E-GOVERNANCE INFRASTRUCTURE - CLASS S

10.00000 485,026.05 5.27 10.00000 485,026.05 3.48

IIFL SPECIAL OPPORTUNITIES FUND - SERIES 1 - CO INVESTMENT - RELIANCE NIPPON LIFE ASSET MANAGEMENT LIMITED - CLASS S

5.19480 404,782.25 4.05 5.19480 404,782.25 3.97


IIFL SPECIAL OPPORTUNITIES FUND - SERIES 2 - CLASS A1 7.72460 2,491,298.29 29.07 9.24810 3,392,046.77 30.69



10.00000 47,643.75 0.37 10.00000 47,643.75 0.14


- - - 10.00000 172,476.76 1.36


- - - 10.00000 893,068.16 9.26


- - - 10.00000 474,032.44 3.65


10.00000 485,026.05 5.27 10.00000 485,026.05 3.48


5.19480 404,782.25 4.05 10.00000 404,782.25 3.97


IIFL SPECIAL OPPORTUNITIES FUND - SERIES 3 - CLASS A1 - - - 9.44490 1,008,589.44 8.72


IIFL SPECIAL OPPORTUNITIES FUND - SERIES 3 - CO INVESTMENT - BIKAJI FOODS INTERNATIONAL LIMITED - CLASS S

10.00000 11,880.01 0.19 -


10.00000 183,867.75 1.34 10.00000 107,192.25 0.31


- - - 10.00000 387,868.73 3.08


- - - 10.00000 1,252,756.36 12.96




10.00000 4,889.20 0.05 10.00000 1,065,906.51 8.20

IIFL SPECIAL OPPORTUNITIES FUND - SERIES 3 - CO INVESTMENT - NORTHERN ARC CAPITAL LTD - CLASS S

10.00000 109,267.29 1.48 10.00000 85,723.40 0.57


10.00000 1,212,517.62 13.19 10.00000 485,026.05 3.48


10.00000 1,562,426.40 15.62 10.00000 910,753.70 8.93


IIFL SPECIAL OPPORTUNITIES FUND - SERIES 4 - CLASS A1 - - - 10.00000 982,469.75 8.11



- - - 10.00000 172,476.76 1.36

IIFL SPECIAL OPPORTUNITIES FUND - SERIES 4 - CO INVESTMENT - NATIONAL STOCK EXCHANGE OF INDIA LIMITED - CLASS A2

10.00000 224,996.60 4.13 10.00000 224,996.60 2.33


10.00000 890,061.60 16.51 10.00000 890,061.60 9.26


10.00000 1,773,127.21 21.71 10.00000 7,340,756.54 56.13


10.00000 485,026.05 5.27 10.00000 485,026.05 3.48


IIFL SPECIAL OPPORTUNITIES FUND - SERIES 5 - CLASS A1 8.52280 2,250,628.87 24.55 10.00000 4,307,801.27 35.24



- - - 10.00000 172,476.76 1.36


10.00000 890,654.40 16.51 10.00000 890,654.40 9.26


10.00000 534,033.05 5.32 10.00000 534,033.05 4.11


10.00000 485,026.05 5.27 10.00000 485,026.05 3.48





10.00000 1,091,070.31 16.93 -

IIFL SPECIAL OPPORTUNITIES FUND - SERIES 8 - CLASS S 10.00000 1,249,937.50 12.53 -

IIFL YIELD ENHANCER FUND - CARRY 2.01110 2,375.00 0.00 2.23690 2,500.00 0.01

IIFL YIELD ENHANCER FUND - CLASS A 2.01110 21,089,660.16 35.68 2.23690 21,089,660.16 41.99

IIFL YIELD ENHANCER FUND - CLASS B 2.01110 9,641,771.15 15.63 2.23690 9,641,771.15 18.56

IIFL YIELD ENHANCER FUND - CLASS S 2.01110 47,473,236.91 85.39 2.23690 47,473,236.91 99.42

IIFL-ONE CORE SOLUTIONS AGGRESSIVE 10.00000 9,532,149.91 103.31 -

IIFL-ONE CORE SOLUTIONS BALANCED 10.00000 5,820,136.79 62.14 -

IIFL-ONE CORE SOLUTIONS CONSERVATIVE 10.00000 1,999,900.01 20.85 -

INDIA ALTERNATIVES PRIVATE EQUITY FUND II 100,000.00000 3,717.92 348.78 100,000.00000 2,759.69 242.24

INDIA HOUSING FUND - CARRY 9.66090 2,500.00 0.02 9.91520 2,500.00 0.02

INDIA HOUSING FUND - CLASS A 9.66090 3,285,635.65 38.60 9.91520 2,511,105.04 27.50

INDIA HOUSING FUND - CLASS B 9.66090 6,509,282.48 76.53 9.91520 3,696,285.65 40.54

INDIA HOUSING FUND - CLASS C 9.66090 1,432,141.08 16.85 -

INDIA HOUSING FUND - CLASS E 9.66090 45,339,033.16 534.64 9.91520 51,788,853.56 570.61

INDIA HOUSING FUND - CLASS S 9.66090 5,000,000.00 60.84 9.91520 5,000,000.00 56.71

INDIA HOUSING FUND - SERIES 2 - CLASS A 5.42070 40,080,258.90 181.59 10.00000 15,000,000.00 153.12



INDIA HOUSING FUND - SERIES 2 - CLASS B 5.42070 64,462,965.46 293.15 10.00000 97,014,772.05 991.94

INDIA HOUSING FUND - SERIES 2 - CLASS I 5.42070 47,470,456.00 210.23 10.00000 60,343,800.00 609.96

INDIA HOUSING FUND - SERIES 2 - CLASS S 5.42070 6,999,966.32 57.88 10.00000 5,000,000.00 50.65

INDIAREIT APARTMENT FUND - CLASS B 100,000.00000 96.22 15.23 100,000.00000 65.77 11.13

INDIAREIT FUND SCHEME I - - - 100,000.00000 188.91 0.81

IRON PILLAR INDIA FUND1 - CLASS A 100.00000 2,380,985.25 380.96 100.00000 2,285,282.34 245.90

KAE CAPITAL FUND II A - CLASS B 100,000.00000 2,100.00 225.98 100,000.00000 2,100.00 217.63

MALABAR VALUE FUND 100.00000 855,837.93 165.16 100.00000 855,837.93 61.17

MOTILAL OSWAL FOCUSED GROWTH OPPORTUNITIES FUND - CLASS B

- - - 10.00000 726,967.36 7.37

MOTILAL OSWAL FOCUSED GROWTH OPPORTUNITIES FUND - CLASS C

- - - 10.00000 16,858.22 0.35

PEGASUS INDIA EVOLVING OPPORTUNITIES FUND 100,000.00000 500.00 49.46 100,000.00000 363.57 35.79

PIRAMAL INDIAREIT FUND V 100,000.00000 40.88 4.68 100,000.00000 45.75 4.73

PRELUDE STRUCTURED ALTERNATIVES MASTER FUND, LP

- - 235.40 -

SUNDARAM ALTERNATIVE OPPORTUNITIES FUND NANO CAP SERIES 1 - CLASS E

100,000.00000 147.02 14.31 100,000.00000 147.02 7.16

SUNDARAM ALTERNATIVE OPPORTUNITIES FUND NANOCAP SERIES II - CLASS E

100,000.00000 153.83 14.15 100,000.00000 153.83 6.12

SUNDARAM ALTERNATIVE OPPORTUNITIES FUND NANOCAP SERIES II - CLASS I

100,000.00000 0.91 0.08 100,000.00000 0.91 0.04

WHITE OAK INDIA EQUITY FUND - CLASS A 10.00000 2,900,564.69 50.07 10.00000 2,900,564.69 27.39

WHITE OAK INDIA EQUITY FUND - CLASS I 10.00000 1,293,392.79 24.02 10.00000 1,293,392.79 12.85

WHITE OAK INDIA EQUITY FUND II - CLASS J 10.00000 1,000,000.00 17.60 10.00000 1,000,000.00 9.40

WHITE OAK INDIA SELECT EQUITY FUND - CLASS J1 10.00000 1,000,000.00 17.41 -

XPONENTIA OPPORTUNITIES FUND I - CLASSS B2 100,000.00000 970.00 114.74 100,000.00000 800.00 80.56

YOURNEST ANGEL FUND – SCHEME 1 - CARRY 1.00000 1,575.00 0.00 1.00000 1,575.00 0.00

ZERODHA AIF SCHEME 1 - - - 100.00000 480,646.76 48.75

8,443.47 7,699.96

Investment in Gold PTC include :LIQUID GOLD SERIES 2 - NOV 2020 100,000.00000 49 4.94 - - -

LIQUID GOLD SERIES 3 - DEC 2020 100,000.00000 301 30.18 - - -

LIQUID GOLD SERIES 4 - FEB 2021 100,000.00000 43 4.32 - - -

LIQUID GOLD SERIES 3 - DEC 2023 100,000.00000 30 3.24 - - -

42.68 -

Investment in Others include :EMBASSY OFFICE PARKS REAL ESTATE INV TRUST 10.00000 1,014,400.00 330.13

BROOKFIELD INDIA REAL ESTATE TRUST 10.00000 35,400.00 7.90 - - -

338.03 - Total 25,128.59 65,124.39

10 OTHER FINANCIAL ASSETS

(` in Mn)



Deposit with exchange 880.82 3,367.28

Deposit with Clearing Corporation of India Limited (CCIL) 64.10 31.60


Income accrued & due 352.33 381.11

Advances to group company 4.02 1.13

Receivable from Employees 0.77 1.48

Others* 141.39 169.84

Total 1,529.53 4,379.00 * Includes Broker balances and subscription amount paid for purchase of Investments pending allotment


11 DEFERRED TAxES

Significantcomponentsofdeferredtaxassetsandliabilitiesfortheyearendedmarch31,2021areasfollows:

(` in Mn)

Openingbalance

Addition on acquisition/

merger

Recognisedinprofitor

loss

Foreign exchange difference

MAT Credit

utilised/ Created

Recognisedin/

reclassifiedfrom OCI

Closingbalance


Difference between book base and tax baseof property, plant & equipment and intangible assets

30.56 0.86 (30.16) 1.26

Carried forward tax losses 5.09 - (4.92) (0.15) 0.02

Expenses deductible in future years: - -

Impairment of Assets 42.84 - 48.24 91.08

Retirement benefits for employees 22.37 2.86 1.05 (2.57) 23.71

Impact of IndAS 116 3.95 - 1.88 5.83

Unutilised MAT credit (0.01) - (0.01)

Provision for expenses 3.91 - (3.91) -

Unrealised profit on investments etc. - - -

Others - - - -

Total deferred tax assets (A) 108.71 3.72 12.18 (0.15) - (2.57) 121.89


(55.79) (110.68)

Net Deferred tax (assets) 52.92 11.21


- - - - - -

Unrealised profit on investments etc. 191.31 (49.38) - - - 141.93

Impairment of Financial Assets - - -

Goodwill on acquisition 187.45 143.05 (20.73) - - - 309.77

Total deferred tax liabilities (B) 378.76 143.05 (70.11) - - - 451.70


(55.79) - - - - - (110.68)

Net Deferred tax liabilities 322.97 143.05 (70.11) - - - 341.02

Deferred tax assets (A - B) (270.05) (139.33) 82.29 (0.15) - (2.57) (329.81)

Significantcomponentsofdeferredtaxassetsandliabilitiesfortheyearendedmarch31,2020areasfollows:

(` in Mn)

Openingbalance


merger


loss


MAT Creditutilised/ Created

Recognisedin/


Closingbalance


Difference between book base and tax baseof property, plant & equipment and intangible assets

58.24 - (27.68) 30.56

Carried forward tax losses 7.26 - (2.66) 0.49 5.09

Expenses deductible in future years: - - -

Impairment of Assets 80.61 - (37.77) 42.84

Retirement benefits for employees 24.75 - (8.02) 5.64 22.37

Impact of IndAS 116 - - 3.95 3.95

Unutilised MAT credit 16.51 - (3.12) (13.40) (0.01)

Provision for expenses - - 3.91 3.91

Total deferred tax assets (A) 187.37 - (71.39) 0.49 (13.40) 5.64 108.71


(13.04) (55.79)

Net Deferred tax (assets) 174.33 52.92


(` in Mn)

Openingbalance


merger


loss


MAT Creditutilised/ Created

Recognisedin/


Closingbalance


- - - - - -

Unrealised profit on investments etc. 11.68 179.63 - - - 191.31

Impairment of Financial Assets - - - -

Goodwill on acquisition 279.46 (92.01) - - - 187.45

Total deferred tax liabilities (B) 291.14 - 87.62 - - - 378.76


(13.04) - - - - - (55.79)

Net Deferred tax liabilities 278.10 - 87.62 - - - 322.97

Deferred tax assets (A - B) (103.77) - (159.01) 0.49 (13.40) 5.64 (270.05)

The Government of India vide Ordinance No. 15 of 2019 dated September 20, 2019 amended the income tax provisions by inserting section 115BAA. As per the amended provisions, the Company and some of its subsidiaries have opted to pay tax at rate of 22% plus applicable surcharge and cess subject to the conditions mentioned under the amended provisions and recognised the effect of change by revising the annual effective income tax rate. Due to reduced tax rate, the Group has, during the year ended March 31, 2020, re-measured its Deferred Tax Assets and Liabilities as at April 1, 2019 and the impact of this change has been fully recognised in the Statement of Profit and Loss Account under “Tax expense” for the Financial Results of the Year ended March 31, 2020.

12 PROPERTY PLANT AND EQUIPMENT(` in Mn)


Vehicles OfficeEquipment

Air Conditioner

Computers Electrical Equipment

Land Building Total

Gross Block as on April 01, 2020 732.81 26.36 61.82 28.85 119.06 30.41 1,488.51 897.63 3,385.45

Additions 8.88 36.06 2.00 0.05 2.48 49.47

Addition related to acquisition - 3.96 - - 3.96

Deductions/ adjustments during the year

4.93 11.37 2.97 2.52 - 21.79

Foreign Currency translation (0.10) (0.09) 0.01 - (0.18)

As at March 31, 2021 736.86 55.01 60.94 28.90 119.01 30.41 1,488.51 897.63 3,417.27

Depreciation

Upto April 01, 2020 233.35 4.21 27.69 9.35 100.09 9.28 - 13.45 397.42

Depreciation for the year 89.45 7.01 11.60 5.94 14.01 4.25 17.60 149.86


3.42 1.73 1.41 2.18 - 8.74

Foreign Currency translation (0.02) (0.02) 0.01 - (0.03)

Upto March 31, 2021 319.40 9.49 37.90 15.29 111.91 13.53 - 31.05 538.57

Net Block as at March 31, 2021 417.46 45.52 23.04 13.61 7.10 16.88 1,488.51 866.58 2,878.70

(` in Mn)


Vehicles OfficeEquipment

Air Conditioner

Computers Electrical Equipment

Land Building Total

Gross Block as on April 01, 2019 638.04 18.92 58.92 28.29 112.66 28.70 1.00 - 886.53

Additions 109.48 22.00 6.14 0.69 6.98 2.20 1,487.51 897.63 2,532.63

Deductions/ adjustments during the year

15.04 14.56 3.37 0.13 0.69 0.49 - - 34.28

Foreign Currency translation 0.33 - 0.13 - 0.11 - - - 0.57

As at March 31, 2020 732.81 26.36 61.82 28.85 119.06 30.41 1,488.51 897.63 3,385.45

Depreciation

Upto April 01, 2019 154.27 10.92 17.40 3.51 78.60 5.53 - - 270.23

Depreciation for the year (Refer Note 13.1)

86.15 5.63 12.88 5.93 22.08 4.16 - 13.45 150.28


7.12 12.34 2.63 0.09 0.66 0.41 - - 23.25

Foreign Currency translation 0.05 - 0.04 - 0.07 - - - 0.16

Upto March 31, 2020 233.35 4.21 27.69 9.35 100.09 9.28 - 13.45 397.42

Net Block as at March 31, 2020 499.46 22.15 34.13 19.50 18.97 21.13 1,488.51 884.18 2,988.03


13 CAPITALWORk-IN-PROGRESS:

As at March 31, 2021 (` in Mn)


As at April 01, 2020 11.00

Additions 213.77

Deductions 200.48

As at March 31, 2021 24.29

(` in Mn)


As at April 01, 2019 1,734.33

Additions 6.97

Deductions 1,730.30

As at March 31, 2020 11.00

14 GOODWILL ON ACQUISITIONA summary of changes in the carrying amount of goodwill is as follows:

(` in Mn)


Carrying value at the beginning of the year 1,878.51

Goodwill on business acquisition 1,855.43

Carrying value at the end of the year 3,733.94

(` in Mn)


Carrying value at the beginning of the year 1,878.51

Goodwill on business acquisition -

Carrying value at the end of the year 1,878.51

15 OTHER INTANGIBLE ASSETS

(` in Mn)Particulars Software Customer

RelationsAsset Management

RightsTotal

Softwares/CustomerRelations/Assetmanagement rights acquiredGross Block as on April 01, 2020 334.03 728.20 25.05 1,087.28 Additions 36.37 180.89 217.26 Additions related to acquisitions 593.71 - 593.71 Deductions/ Adjustments during the year 5.63 25.86 31.49 Foreign Currency translation (0.03) 0.18 0.15 As at March 31, 2021 958.51 728.20 179.90 1,866.61 AmortisationUpto April 01, 2020 157.78 49.48 3.13 210.39 Amortisation for the year 98.05 36.41 12.28 146.74 Deductions/Adjustments during the year 1.74 - 4.95 6.69 Foreign Currency translation (0.04) - (0.04) (0.08)Upto March 31, 2021 254.13 85.89 10.50 350.52 Net Block as at March 31, 2021 704.38 642.31 169.40 1,516.09


(` in Mn)Particulars Software Customer

RelationsAsset Management

RightsTotal

Softwares/CustomerRelations/Assetmanagement rights acquiredGross Block as on April 01, 2019 224.66 728.20 23.96 976.82 Additions 109.32 109.32 Foreign Currency translation 0.05 1.09 1.14 As at March 31, 2020 334.03 728.20 25.05 1,087.28 AmortisationUpto April 01, 2019 92.21 12.97 0.41 105.59 Amortisation for the year 65.53 36.51 2.63 104.67 Foreign Currency translation 0.04 - 0.09 0.13 Upto March 31, 2020 157.78 49.48 3.13 210.39 Net Block as at March 31, 2020 176.25 678.72 21.92 876.89

16 DISCLOSURE PURSUANT TO IND AS 116 “LEASES”

Followingarethechangesinthecarryingvalueofrightofuseassetsfortheyearendedmarch31,2021:

(` in Mn)Particular Premises Vehicles Total Balance as at 01 April, 2020 292.06 46.13 338.19 Additions during the year 38.50 6.96 45.46 Depreciation charge for the year (111.05) (22.05) (133.10)Deletions during the year (0.88) (6.23) (7.11)Foreign Currency Translation Reserve (0.32) - (0.32)Balance as at March 31, 2021 218.31 24.81 243.12

Followingarethechangesinthecarryingvalueofrightofuseassetsfortheyearendedmarch31,2020:

Particulars Premises Vehicles Total Balance as at 01 April, 2019 372.49 63.21 435.70 Additions during the year 151.14 21.45 172.59 Depreciation charge for the year (130.46) (24.73) (155.19)Deletions during the year (100.83) (13.80) (114.63)Foreign Currency Translation Reserve (0.28) - (0.28)Balance as at March 31, 2020 292.06 46.13 338.19

FollowingisthebreakupvalueoftheCurrentandNon-CurrentLeaseLiabilitiesfortheyearendedmarch31,2020:

(` in Mn)Particulars As at


March 31, 2020 Current lease liabilities 118.92 117.56 Non-current lease liabilities 149.76 236.83 Total 268.68 354.39

Thefollowingisthemovementinleaseliabilitiesduringtheyearendedmarch31,2021:

(` in Mn)Particulars Premises Vehicles TotalBalance as at 01 April, 2020 305.47 48.92 354.39 Additions 38.51 6.96 45.47 Deletion (0.07) (6.78) (6.85)Finance cost accrued during the period 22.38 3.45 25.83 Payment of lease liabilities (124.79) (24.99) (149.78)Foreign Currency Translation Reserve (0.38) - (0.38)Balance as at March 31, 2021 241.12 27.56 268.68


Thefollowingisthemovementinleaseliabilitiesduringtheyearendedmarch31,2020:

(` in Mn)Particulars Premises Vehicles Total Balance as at 01 April, 2019 372.49 63.21 435.70 Additions 150.87 21.45 172.32 Deletion (102.61) (13.95) (116.56)Finance cost accrued during the period 27.51 5.43 32.94 Payment of lease liabilities (142.72) (27.22) (169.94)Foreign Currency Translation Reserve (0.07) - (0.07)Balance as at March 31, 2020 305.47 48.92 354.39

maturityanalysis–contractualundiscountedcashflows

(` in Mn)Particulars Premises Vehicles Total Less than one year 117.70 17.99 135.69 One to five years 146.51 12.18 158.69 More than five years 5.70 - 5.70 Total undiscounted lease liabilities at 31 March 2021 269.91 30.17 300.08 Leaseliabilitiesincludedinthestatementoffinancialposition at 31 March 2021

241.12 27.56 268.68

Particulars Premises Vehicles Total Less than one year 113.81 26.91 140.72 One to five years 230.71 27.50 258.21 More than five years 9.67 - 9.67 Total undiscounted lease liabilities at 31 March 2020 354.19 54.41 408.60 Leaseliabilitiesincludedinthestatementoffinancialposition at 31 March 2020

305.47 48.92 354.39

Amountsrecognisedinprofitorloss



March 31, 2020 Interest on lease liabilities 26.09 32.94 Expenses relating to short-term leases 149.29 61.43 Depreciation relating to leases 133.10 155.19 Total 308.48 249.56

Amountsrecognisedinthestatementofcashflows



March 31, 2020 Total cash outflow for leases 149.78 169.94

17 OTHER NON FINANCIAL ASSETS



March 31, 2020 UnsecuredPrepaid expenses 1,358.71 764.74 Advances recoverable in cash or in kind or for value to be received – Unsecured 24.28 41.12 Employee advance against expenses 1.80 2.30 Statutory remittances (Contributions to PF and ESIC, Withholding Taxes, Excise Duty, VAT, Service Tax, etc.) - Receivable'

4.97 43.04

Others 26.10 5.15 Total 1,415.86 856.35


18 PAYABLES



March 31, 2020 Trade payables(i) Total outstanding dues of micro enterprises and small enterprises (Refer

note 18.1) -


883.38 694.45

Total 883.38 694.45 Other payables(i) Total outstanding dues of micro enterprises and small enterprises (Refer

note 18.1)(ii) Total outstanding dues of creditors other than micro enterprises and small

enterprises 3,032.20 2,347.59

Total 3,032.20 2,347.59

18.1. Disclosure under The Micro, Small and Medium Enterprises Development Act, 2006

The following disclosure is made as per the requirement under the Micro, Small and Medium Enterprises Development Act, 2016 (MSMED) on the basis of confirmations sought from suppliers on registration with the specified authority under MSMED:

(` in Mn)Particulars 2020-21 2019-20(a) Principal amount remaining unpaid to any supplier at the year end - (b) Interest due thereon remaining unpaid to any supplier at the year end - (c) Amount of interest paid and payments made to the supplier beyond the

appointed day during the year -

(d) Amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under the Act

-

(e) Amount of interest accrued and remaining unpaid at the year end - (f) Amount of further interest remaining due and payable even in the succeeding

years, until such date when the interest dues above are actually paid to the small enterprise, for the purpose of disallowance of a deductible expenditure under section 23 of the Act

-

There are no amounts due to the suppliers covered under Micro, Small and Medium Enterprises Development Act, 2006. This information takes into account only those suppliers who have responded to the enquiries made by the Company for this purpose. This has been relied upon by the auditors. No interest is payable in respect of the same.

19 DEBT SECURITIES

(` in Mn)

Particulars As at March 31, 2021 As at March 31, 2020

At Amortised

cost

At Fair value

Through profitor

loss

Desig-nated at


loss

Total At Amortised

cost

At Fair value

Through profitor

loss

Desig-nated at


loss

Total

Liability component of compound financial instruments

7,961.92 - - 7,961.92 8,297.51 - - 8,297.51

Bonds/ Debentures 24,028.12 7,776.84 - 31,804.96 22,405.16 23,196.23 - 45,601.39

Commercial papers 4,350.00 - - 4,350.00 372.50 - - 372.50

Less: Prepaid Discount (37.71) - - (37.71) (9.92) - - (9.92)

Total 36,302.33 7,776.84 - 44,079.17 31,065.25 23,196.23 - 54,261.48

Debt securities in India 36,302.33 7,776.84 - 44,079.17 31,065.25 23,196.23 - 54,261.48

Debt securities outside India - - - - - - - -

Total 36,302.33 7,776.84 - 44,079.17 31,065.25 23,196.23 - 54,261.48


(` in Mn)Residual maturity As at March 31, 2021 As at March 31, 2020At Amortised cost Balance

outstandingInterest rate %

(p.a)*Balance


(p.a)*Less than 1 year 17,357.47 5.85% - 9.25% 5,940.11 6.75% - 10.00% 1-5 years 15,245.45 6.75% - 10.25% 20,964.16 8.50% - 10.25% Above 5 years 3,699.41 9.16% - 10.00% 4,160.98 9.16% - 10.05%

36,302.33 31,065.25 AtFairvaluethroughprofitorlossLess than 1 year - Market linked 5,560.61 Market linked 1-5 years 4,315.07 Market linked 5,652.29 Market linked Above 5 years 3,461.77 Market linked 11,983.33 Market linked

7,776.84 23,196.23 * Indicates Effective Interest Rate

The Secured Listed Non-Convertible Debentures of the Company are Secured by pari passu mortgage and charge over the Company’s Identified Immovable Property, charge on present and future receivables to the extent equal to the principal and interest amount of the secured non-convertible debentures outstanding at any point of time and first exclusive charge by way of pledge on specific identified liquid or debt fund/ identified bonds/ perpetual bonds issued by bank/ marketable debt securities (being non-capital market investments of the Company) for each tranche in accordance with the respective tranche private placement offer document/ information memorandum.

Commercial papers are unsecured short-term papers issued at discount. The cost on outstanding commercial papers is 5.85 - 6.10% p.a. (P.Y. 6.75% to 8.50% p.a)

(` in Mn)

Debentures include : Interest rate As at March 31, 2021

(Issue price)

Market Linked Non Convertible Debenture of Face Value ` 1,00,000 Each Redeemable on 14-05-2021

8.50% to 9.09% 5,864.64


8.40% 4,258.00


9.25% 349.19


7.50% 289.01


8.50% 176.00


9.25% 35.83


8.25% 309.59


7.00% 1,762.91


9.35% 1,056.49


9.35% 1,259.80


7.00% to 10.25% 8,724.48


8.88% 308.44


7.25% 432.11


6.75% 491.93


9.00% 30.00


Market Linked 1,159.35


(` in Mn)

Debentures include : Interest rate As at March 31, 2021

(Issue price)


7.00% 1,547.25


7.00% to 9.00% 1,394.94








9.48% 410.35


9.16% 706.90


10.00% 1,052.70


10.00% 350.00


Market Linked 428.67


10.00% 1,032.48


10.00% 147.00

39,766.88

(` in Mn)

Commercial Papers include Interest rate As at March 31, 2021

(Issue price)





4,350.00

(` in Mn)

Debentures include : Interest rates As at March 31, 2020


9.25% to 9.60% 1,155.08


8.50% to 9.00% 2,026.02


8.50% to 10.00% 1,296.44






9.25% 1,000.00


8.50% 100.00






(` in Mn)



8.50% to 10.00% 10,193.70


9.42% 5,048.98


9.25% 583.67


8.50% to 9.25% 361.62


9.35% 1,374.07


9.35% 1,470.89


Market Linked 42.88


9.00% to 10.25% 1,569.94


8.88% 331.28


9.00% 30.00




Market Linked 12.69


Market Linked 63.67


Market Linked 25.35














Market Linked 13.02


Market Linked 13.00




Market Linked 45.35


Market Linked 25.75


Market Linked 12.84


Market Linked 12.94


Market Linked 64.56


Market Linked 25.94


Market Linked 25.86


(` in Mn)



9.48% 502.92


9.16% 706.89


10.00% 1,032.47


10.00% 1,037.70


10.00% 650.00




10.00% 231.00

53,898.90

(` in Mn)

Commercial Papers include Interest rates As at March 31, 2020








372.50

20 BORROWINGS(OThERThANDEBTSECuRITIES)

(` in Mn)


At Amortised

Cost

At Fair Value

Through profitor

loss


through profitor

loss

Total At Amortised

Cost

At Fair Value

Through profitor

loss


through profitor

loss

Total

(a) Loans repayable on demand - - - - - - - -

(i) from banks 500.00 - - 500.00 - - - -

(b) Borrowings from Collateralized Borrowing and Lending Obligation (CBLO)

541.76 - - 541.76 28,500.00 - - 28,500.00

Less: Prepaid Discount (0.21) - - (0.21) (0.81) - - (0.81)

Total 1,041.55 - - 1,041.55 28,499.19 - - 28,499.19

(` in Mn)

Residual maturity As at March 31, 2021 As at March 31, 2020

At Amortised cost Balance outstanding


Balance outstanding


Less than 1 year 1,041.55 3.50% to 5.9% 28,499.19 0.51%

1-5 years - -

Above 5 years - -


Explanatory Notes

(` in Mn)


Collateralized Borrowing and Lending Obligation Repayable on 05/04/2021 541.76

Working Capital Demand Loan Repayable on 02/06/2021 500.00

1,041.76

(` in Mn)


Collateralized Borrowing and Lending Obligation Repayable on 03/04/2020 28,500.00

28,500.00

21 SUBORDINATED LIABILITIES:

(` in Mn)Particulars As at March 31, 2021 As at March 31, 2020

At Amortised

cost

At Fair value

through profitor

loss


through profitor

loss

Total At Amortised

cost

At Fair value through

profitorloss


through profitorloss

Total

1 2 3 4=1+2+3(A)

Perpetual Debt Instruments to the extent that do not qualify as equity (Unsecured)

165.00 165.00 1,500.00 1,500.00

Subordinated debt 1,830.69 1,830.69 4,120.34 4,120.34 Total (A) 1,995.69 1,995.69 5,620.34 - - 5,620.34

(B)Subordinated liabilities in India

1,995.69 1,995.69 5,620.34 - - 5,620.34

Subordinated liabilities outside India

- - - -

Total (B) 1,995.69 1,995.69 5,620.34 - - 5,620.34

Residual maturity As at March 31, 2021 As at March 31, 2020At Amortised cost Balance


(p.a)*Balance


(p.a)*Less than 1 year - - 1-5 years 1,830.69 8.80% -9.36% 4,120.34 8.8 % to 9.36% Above 5 years 165.00 9.00%-10.00% 1,500.00 10.00 % Total 1,995.69 5,620.34 * Indicates Effective Interest Rate



Perpetual Debt Instruments include Issue price Issue price 10.00% Subordinated Perpetual Debt of Face Value ` 5,00,000 Each Redeemable on 22/02/2027

1,000

10.00% Subordinated Perpetual Debt of Face Value ` 5,00,000 Each Redeemable on 02/03/2027

165.00 500.00

165.00 1,500.00 Subordinated debt include




8.80% Subordinated Debt of Face Value ` 10,00,000 Each Redeemable on 02-05-2023

92.79 92.79


375.49 850.14


10.00 25.00


25.36 25.36


10.00 10.00


130.00 150.00


100.00 100.00


- 10.00


68.05 70.05


641.00 2,000.00


321.00 721.00


27.00 36.00


30.00 30.00

1,830.69 4,120.34 Total 1,995.69 5,620.34

22 OTHER FINANCIAL LIABILITIES

(` in Mn)



Interest accrued but not due 3,650.98 2,876.24

Payable on account of purchase of investments 10.82 174.42

Margin money - 2.27

Payable to companies under common control and other related parties (Refer note 42)

0.03 5.33

Security deposit 0.30 0.30

Deposits from customers 5.46 1,622.99

Others 409.64 434.41

Total 4,077.23 5,115.96

22.1 No amount was required to be transferred in Investor Education and Protection fund account as per Section 125 of Companies Act, 2013 on account of unclaimed dividend and unclaimed dues on account of NCDs.

23 PROVISIONS:

(` in Mn)



Provision for employee benefits - Gratuity (Refer note 34.1) 118.47 92.77

Total 118.47 92.77


24 OTHER NON FINANCIAL LIABILITIES:

(` in Mn)



Revenue received in advance 1.06 1.21

Statutory remittances 485.44 377.54

Others 3.23 1.40

Total 489.73 380.15

25 SHARE CAPITAL:

(a) The authorised, issued, subscribed and fully paid up share capital comprises of equity shares having a par value of `2/-asfollows:

Authorised : As at March 31, 2021


132,650,000 (PY - 100,000,000) Equity shares of ` 2/- each with voting rights

265.30 265.30

Issued, Subscribed and Paid Up: 871,81,042 (PY - 84,521,324) Equity shares of ` 2/- each fully paidup with voting rights

175.77 174.36

Less: Treasury stock 36,040 (PY - 35,840) Equity shares of ` 2/- each - 175.77 (0.07) 174.29

Total 175.77 174.29

(b) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period.


No. of shares Amount ` in Mn


At the beginning of the year 87,181,042 174.36 84,521,324 169.04

Add: Issued during the year 701,728 1.41 2,659,718 5.32

Subtotal 87,882,770 175.77 87,181,042 174.36

Less: Treasury stock

At the beginning of the year (36,040) (0.07) (35,840) (0.07)

Movement during the year 36,040 0.07 (200) -

At the end of the year - - (36,040) (0.07)

Outstanding at the end of the year 87,882,770 175.77 87,145,002 174.29

(c) Movement of shares pursuant to the composite scheme of arrangement (Refer Note 3)




At the beginning of the year - - 600,442 1.20

Equity Shares of ` 2/- pending issuance pursuant to the Composite scheme of arrangement

- - - -

Less: Equity shares of ` 2/- held by IIFL Holdings Limited to be cancelled

- - - -

Less: Issued during the year - - (600,442) (1.20)

Incremental shares to be issued - - - -

(d) Terms/rights attached to equity shares:

The Company has only one class of shares referred to as equity shares having a par value of ` 2/- each. Each holder of equity shares is entitled to one vote per share. The Holding Company declares and pays dividend in Indian


Rupees. During the year ended March 31, 2021, a special dividend of ` 40/- (P.Y. Nil) and an interim dividend of ` 30/- (P.Y. ` 20/-)has been paid and recognised as distribution to equity shareholders.

In the event of liquidation of the Holding Company, the holders of equity shares will be entitled to receive remaining assets of the Holding Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(e) Detailsofshareholdersholdingmorethan5%sharesaftergivingeffecttotheCompositeschemeofarrangement(Refer note 3):


No. of shares % holding No. of shares % holding

General Atlantic Singapore Fund Pte Ltd 18,619,550.00 21.2% 18,619,550 21.4%

FIH Mauritius Investments Ltd 12,091,635.00 13.8% 12,091,635 13.9%

Nirmal Jain 6,228,856.00 7.1% 6,228,856 7.1%

Karan Bhagat 245,911.00 0.3% 136,300 0.2%

(e) Shares reserved for issue under options

For details of shares reserved for issue under the employee stock option (ESOP) plan of the Holding company, please refer note. 39A

(f) During the period of 5 years immediately preceding the Balance Sheet date, the Holding company has not issued any equity shares without payment being received in cash, bonus shares and has not bought back any equity shares other than those issued under the composite scheme of arrangement (Refer note 3).

26 OTHER EQUITY:


March 31, 2021As at

March 31, 2020Securities premium 19,215.50 18,804.34 General reserve 196.16 196.00 Special reserve pursuant to section 45 IC of Reserve Bank of India Act, 1934 1,432.11 1,118.74 Capital reserve 111.00 111.00 Share application money - 0.07 ESOP Reserve 638.10 255.40 Retained earnings 6,312.76 9,052.45 Foreign exchange fluctuation reserve 196.27 202.74 Total 28,101.90 29,740.74

27 INTEREST INCOME

(` in Mn)


On financial

assets measured

at fair value

through OCI

On financial

assets measured

at amortised

cost

Interest income on financial

assets classified

at fair value

through profitor

loss

Total On financial

assets measured

at fair value

through OCI

On financial

assets measured

at amortised

cost

Interest income on financial

assets classified

at fair value

through profitor

loss

Total

Interest on loans - 3,596.18 3,596.18 - 4,651.97 4,651.97

Interest income from investments

- - 2,641.52 2,641.52 - - 3,126.24 3,126.24

Interest on deposits with banks - 84.41 84.41 - 13.48 13.48

Other interest income - - 27.16 27.16 - 7.56 7.56

Total - 3,680.59 2,668.68 6,349.27 - 4,673.01 3,126.24 7,799.25


28 DIVIDEND & DISTRIBUTION INCOME ON INVESTMENTS

(` in Mn)

Particulars Apr 2018- Dec 2018 2020-21 2019-20

Dividend Income 27.96 17.71

Distribution income on investments 49.64 27.79

TOTAL - 77.60 45.50

29 FEES AND COMMISSION INCOME

Disaggregation of fee and commission income

In the following table, fee and commission income from contracts with customers in the scope of Ind AS 115 is disaggregated by major type of services. The fees are recognised as per the terms and periodicity defined in the respective contracts. The table also includes a reconciliation of the disaggregated fee and commission income with the Group’s reportable segments.

(` in Mn)

Particulars Apr 2018- Dec 2018 2020-21 2019-20

Distribution Fees 3,297.63 3,755.38

Commission Income 606.43 376.17

Investment / Fund Management Fees 879.00 651.36

Management fees from Mutual fund 95.22 54.55

Management fees from AIF and VCF 1,554.72 1,299.59

Research Fees 139.47 102.32

Management fees from clients 702.56 385.22

Advisory Fees 1.14 67.32

Trustee Fees 89.58 81.57

Marketing Supporting Income 8.90 -

Others 2.13 2.15

TOTAL 7,376.78 6,775.63

30 NET GAIN/LOSS ON FAIR VALUE CHANGE:

(` in Mn)


(A) Net gain/ (loss) on financial instruments at fair value through profit or loss

(i) On trading portfolio

- Investments 3,811.89 2,300.40

- Derivatives (869.75) 60.44

- Borrowings (1,116.37) (2,691.77)

(ii) On financial instruments designated at fair value through profit or loss

(B) Others -

Total net gain/(loss) on fair value changes (C) 1,825.77 (330.93)

Fair value changes:

- Realised 7.41 2,636.82

- Unrealised 1,818.36 (2,967.75)

Total net gain/(loss) on fair value changes 1,825.77 (330.93)


31 OTHER INCOME

(` in Mn)


Profit/ (Loss) on cancellation of lease 0.09 (1.17)

Rent income 46.03 60.82

Interest Income 122.41 96.13

Change in fair value of investments - realised 251.72 62.71

Change in fair value of investments - unrealised 51.80 18.08

Dividend Income 1.00 -

Miscellaneous income 0.88 7.40

Total 473.93 243.97

32 FINANCE COST

(` in Mn)


Onfinancialliabilities measured


profitorloss

Onfinancialliabilities


cost

Total Onfinancialliabilities measured


profitorloss

Onfinancialliabilities


cost

Total

Interest on borrowings 756.70 756.70 2,038.56 2,038.56

Interest on debt securities - 2,827.55 2,827.55 1.4 2,288.86 2,290.26

Interest on subordinated liabilities - 477.95 477.95 605.65 605.65

Other finance Costs 73.27 73.27 81.42 81.42

Total - 4,135.47 4,135.47 1.40 5,014.49 5,015.89

33 ImPAIRmENTONFINANCIALINSTRumENTS(REFERNOTE38)

(` in Mn)


Onfinancialinstruments


Onfinancialinstruments measured at

amortised cost

Onfinancialinstruments


Onfinancialinstruments measured at

amortised cost

On loans - 170.96 - (60.80)

On financial assets - 13.88 - 7.79

Total - 184.84 - (53.01)

34 EMPLOYEE BENEFIT ExPENSES

(` in Mn)


Salaries and wages 3,436.61 3,290.19

Contribution to provident and other funds 95.43 103.37


Staff welfare expenses 69.70 70.62

Gratuity expense (Refer Note 34.1) 34.29 35.10

Leave encashment - 0.04

Total 4,089.61 3,729.32


34.1. Gratuity Abridged Disclosure Statement as Per Indian Accounting Standard 19 (Ind AS 19) For the year ended 31st March 2021

Particulars 2020-21 2019-20 Type of benefit Gratuity Gratuity Country India /Dubai India /Dubai Reporting currency INR INR Reporting standard Indian Accounting

Standard 19 (Ind AS 19)Indian Accounting

Standard 19 (Ind AS 19) Funding status Funded/Unfunded Funded/Unfunded Starting period 01-Apr-20 01-Apr-19 Date of reporting 31-Mar-21 31-Mar-20

12 Months 12 MonthsAssumptions Expected return on plan assets 6.04% 6.04% Rate of discounting 6.04%-6.56% 6.04%-6.56% Rate of salary increase 7.50% 7.50% Rate of employee turnover For service 4 years

and below 15% p.a. & thereafter 7.50% p.a.

For service 4 years and below 15% p.a. & thereafter 7.50% p.a.


(2006-08)


(2006-08) Mortality rate after employment N.A. N.A.Table showing change in the present value of projectedbenefitobligationPresent value of benefit obligation at the beginning of the period

217.41 185.00

Interest cost 14.33 13.04 Current service cost 31.77 29.35 Past service cost (4.32) - Liability transferred in/ acquisitions 38.36 134.43 (Liability transferred out/ divestments) (15.40) (138.52)(Gains)/ losses on curtailment - - (Liabilities extinguished on settlement) - - (Benefit paid directly by the employer) (21.24) (12.25)(Benefit paid from the fund) (7.68) (18.11)The effect of changes in foreign exchange rates (0.11) 0.24 Actuarial (gains)/losses on obligations - due to change indemographic assumptions

0.75 -

Actuarial (gains)/losses on obligations - due to change infinancial assumptions

(6.92) 25.22

Actuarial (gains)/losses on obligations - due to experience (2.84) (0.99)Present value of benefit obligation at the end of the period 244.11 217.41 TableshowingchangeinthefairvalueofplanassetsFair value of plan assets at the beginning of the period 124.63 99.36 Interest income 7.53 7.29 Contributions by the employer - 34.28 Expected contributions by the employees - - Assets transferred in/acquisitions - 103.21 (assets transferred out/ divestments) - (103.21)(benefit paid from the fund) (7.68) (18.11)(assets distributed on settlements) - - (expenses and tax for managing the benefit obligations- paid from the fund)

- -

Effects of asset ceiling - -


Particulars 2020-21 2019-20 The effect of changes in foreign exchange rates - Return on plan assets, excluding interest income 1.15 1.81 Fair value of plan assets at the end of the period 125.63 124.63 Amount recognized in the balance sheet (Present value of benefit obligation at the end of the period) (244.11) (217.41) Fair value of plan assets at the end of the period 125.63 124.63 Funded status (surplus/ (deficit)) (118.48) (92.78) Net (liability)/asset recognized in the balance sheet (118.48) (92.78)Net interest cost for current period Present value of benefit obligation at the beginning of the period

217.41 185.00

(fair value of plan assets at the beginning of the period) (124.64) (99.36)Net liability/(asset) at the beginning 92.77 85.64 Interest cost 14.33 13.04 (Interest income) (7.53) (7.29)Net interest cost for current period 6.80 5.75 Expenses recognized in thestatementofprofitor loss forcurrent period Current service cost 31.81 29.35 Net interest cost 6.80 5.75 Past service cost (4.32) - (Expected contributions by the employees) - (Gains)/losses on curtailments and settlements - Net effect of changes in foreign exchange rates - Expenses recognized 34.29 35.10 Expenses recognized in the other comprehensive income (OCI) for current period Actuarial (gains)/losses on obligation for the period (9.05) 24.23 Return on plan assets, excluding interest income (1.15) (1.80)Change in asset ceiling - Net (income)/expense for the period recognized in oci (10.20) 22.43 Balance sheet reconciliation Opening net liability 92.77 85.64 Expenses recognized in statement of profit or loss 34.25 35.10 Expenses recognized in OCI (10.16) 22.43 Net liability/(asset) transfer in (0.11) 31.21 Net (liability)/asset transfer out 38.36 (35.31) (Benefit paid directly by the employer) (15.40) (12.25) (Employer's contribution) (21.24) (34.28) The Effect Of Changes in Foreign Exchange Rates - 0.23 Net liability/(asset) recognized in the balance sheet 118.47 92.77 Category of assets Government of india assets - State government securities - Special deposits scheme - Debt instruments - Corporate bonds - Cash and cash equivalents - Insurance fund 125.64 124.64 Asset-backed securities - Structured debt - Other - Total 125.64 124.64


Particulars 2020-21 2019-20 Other details No of active members - Per month salary for active members 81.53 Weighted average duration of pbo - 76.00 Average expected future service - 62.00 Projected benefit obligation (pbo) 244.11 217.41 Prescribed contribution for next year (12 months) 57.84 63.64 Net Interest Cost for Next Year Present Value of Benefit Obligation at the End of the Period 217.41 217.41 (Fair Value of Plan Assets at the End of the Period) (124.64) (124.64) Net Liability/(Asset) at the End of the Period 92.77 92.77 Interest Cost 14.33 12.90 (Interest Income) (7.53) (7.53) Net Interest Cost for Next Year 6.80 5.37 ExpensesRecognizedintheStatementofProfitorLossforNext Year Current Service Cost 31.77 28.77 Net Interest Cost 6.80 5.37 Past service cost (4.32) - (Expected Contributions by the Employees) Expenses Recognized 34.25 34.14 Maturity analysis of the benefit payments1st following year 23.03 14.54 2nd following year 18.39 12.81 3rd following year 19.55 13.22 4th following year 18.90 13.87 5th following year 20.35 13.51 Sum of years 6 to 10 92.26 62.18 Sum of years 11 and above 246.15 180.53 Sensitivity analysisPBO on current assumptions 244.11 210.19 Delta effect of +1% change in rate of discounting (17.49) (16.32)Delta effect of -1% change in rate of discounting 20.07 18.84 Delta effect of +1% change in rate of salary increase 10.81 10.35 Delta effect of -1% change in rate of salary increase (10.74) (10.29)Delta effect of +1% change in rate of employee turnover 1.42 0.58 Delta effect of -1% change in rate of employee turnover (1.68) (0.78)

The above mentioned plans are valued by independent actuaries using the projected unit credit method.

34.2 DefinedContributionPlans:

The Group has recognised the following amounts as an expense and included in the Employee Benefit Expenses.

(` in Mn)


Contribution to provident fund 95.37 103.23

Contribution to ESIC 0.06 0.14

Contribution to labour welfare fund - -

Total 95.43 103.37


35 OTHER ExPENSES:

(` in Mn)Particulars 2020-21 2019-20Operations and fund management expenses 247.81 128.91 Rent and energy cost 38.31 44.17 Insurance 10.73 9.23 Repairs & maintenance 25.22 13.37 Marketing, advertisement and business promotion expenses 81.99 274.36 Travelling & conveyance 70.72 178.39 Legal & professional fees 419.09 358.76 Communication 31.20 37.59 Software charges / Technology cost 187.13 163.76 Office & other expenses 107 172.33 Directors' fees and commission 17.66 14.77 Remuneration to Auditors :Audit fees (net of GST input credit)* 18.20 22.53 Certification expenses 1.89 2.12 Out Of pocket expenses 0.59 0.60 Corporate social responsibility expenses & donation (Refer Note 43) {Includes Donation amounting to ` 0.40 mn (P.Y 1.31 mn)}

88.41 91.35

Profit/loss on sale of assets 23.93 9.35 Total 1,370.12 1,521.59

*Includes fees amounting to ` Nil (P.Y. ` 6.5 Mn) for audit of restated financials for listing purpose

36 INCOME TAxES

Disclosure pursuant to Ind AS 12 “Income Taxes”

(a) Major components of tax expense/ (income)

(` in Mn)Sr. No.


Consolidated statement of Profit and Loss:(a) Profit and Loss section:

(i) Current Income tax : Current income tax expense 1,238.19 683.37 Effect of previously unrecognised tax losses and tax offsets used

during the current year Tax expense in respect of earlier years 1.42 10.19

1,239.61 693.56 (ii) Deferred Tax: Tax expense on origination and reversal of temporary differences (82.24) 195.04 Effect of previously unrecognised tax losses and tax offsets on

which deferred tax benefit is recognised -

Effect on deferred tax balances due to the change in income tax rate (0.05) (36.03) (82.29) 159.01

Income tax expense reported in the consolidated statement of profitorloss[(i)+(ii)]

1,157.32 852.57

(b) Other Comprehensive Income (OCI) Section:(i) Items not to be reclassified to profit or loss in subsequent periods:

(A) Current tax expense/(income): On re-measurement of defined benefit plans - (B) Deferred tax expense/(income): On re-measurement of defined benefit plans (2.55) 5.65

Income tax expense reported in the other comprehensive income [(i)+(ii)]

(2.55) 5.65


(b) Reconciliation of Income tax expense and accounting profit multiplied by domestic tax rate applicable in India:

(` in Mn)

Sr. No.


(a) Profit/(loss)beforetax 4,849.24 2,864.21

(b) Income tax expense at tax rates applicable to individual entities 2,720.53 1,261.37

(c ) (i) Tax on income subject to lower tax rate - -

(A) Gains on investments (including fair valuation) (161.60) 39.16

(d) (ii) Tax on Income exempt from Tax -

(A) Income from Investments (Including tax suffered income on investment in AIF)

(23.72) (443.06)

(B) Income exempt on account of Merger - 0.01

(iii) Tax on expense not tax deductible

Expenses not allowable as tax deductible as per tax laws 26.70 11.90

(iv) Tax effect of losses of current year on which no deferred tax benefit is recognised

13.60

(v) Tax effect of losses/ provisions of previous year on which deferred tax benefit is recognised in current year

(0.92)

(vi) Dividend Income exempt due to applicability of provisions of Sec 80M

(1,434.84) -

(vii) Effect on deferred tax due to change in Income tax (36.03)

(viii) Tax expense in respect of earlier years 1.42 10.19

(ix) Tax effect on various other items 28.83 (3.65)

Totaleffectoftaxadjustments[(i)to(vi)] (1,563.21) (408.80)

(e) Tax expense recognised during the year 1,157.32 852.57

37 EARNINGS PER SHARE:

Basic and diluted earnings per share [“EPS”] computed in accordance with INDAS 33 ‘Earnings per share”.

Particulars 2020-21 2019-20Face value of equity shares in ` fully paid up 2.00 2.00 BASICProfit after tax as per consolidated statement of profit and loss before Other Comprehensive Income (` in Mn)

A 3,691.92 2,011.64

Weighted average number of shares subscribed B 87,395,794 86,072,427 Face value of equity shares (in `) fully paid 2.00 2.00 Basic EPS (`) A/B 42.24 23.37 DILUTEDProfit after tax as per consolidated statement of profit and loss before Other Comprehensive Income (` in Mn)

A 3,691.92 2,011.64

Weighted average number of shares subscribed B 87,395,794 86,072,427 Add: Potential equity shares on account of conversion of employee stock option

C 1,007,730 2,051,759

Weighted average number of shares outstanding D=B+C 88,403,524 88,124,186 Diluted EPS (`) A/D 41.76 22.83

38A.1. Credit Risk

Credit risk refers to risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. Credit risk assessment on various components is described below:

1) Lending operations – Loans

The Lending Operations of the Group have a well-defined framework within which credit risk is assumed, managed


and monitored. Credit function closely oversees management and control of credit risks and associated operational risks. The credit proposals are evaluated having regard to specified prudent exposure limits and approved by the appropriate authority, approved by the Board of Directors (the Board) of the entity engaged in lending business . The risk management policies including exposure limits are defined and reviewed along with the Board.

The Group sanctions and monitors the loan based on underlying security offered by borrower. The Group has not implemented the system for credit grading of borrowers since most of its lendings are against liquid collaterals. In order to manage credit risk, Loan to Value (LTV) ratio is decided/re-adjusted at the time of sanction and on ongoing basis at the time of monitoring of loan.

The carrying amount of Loans arising from lending business which may be subject to credit risk are as per table below:

(` in Mn)

Apr 2020- Mar 2021

Particulars Financial Assetswherelossallowance

measured at12-month ECL

Financial assets for whichcredit

risk has increased

significantlyand credit not

impaired


risk has increased

significantlyand credit impaired

Purchased or originated

credit-impaired financial

assets (POCI)

Total

Loans to Customers * 36,228.02 802.06 - - 37,030.08

Total gross carrying amount 36,228.02 802.06 - - 37,030.08

Loss allowance (176.86) (161.30) (338.16)

Carrying amount 36,051.16 640.76 - - 36,691.92

* Excludes loans to staff, loans under CBLO and Inter corporate Deposits.

(` in Mn)

Apr 2019- Mar 2020

Particulars Financial assetswherelossallowance



risk has increased


impaired


risk has increased




assets (POCI)

Total

Loans to Customers * 36,469.11 - - - 36,469.11

Total gross carrying amount 36,469.11 - - - 36,469.11

Loss allowance (167.20) (167.20)

Carrying amount 36,301.91 - - - 36,301.91

* Excludes loans to staff, loans under CBLO and Inter corporate Deposits.

ReconciliationofExpectedCreditLoss/ImpairmentLossallowancewithregardstolendingoperationsforF.Y20-21isasfollows

(` in Mn)

Particulars Financial Assets

wherelossallowance



risk has increased


impaired


risk has increased




assets (POCI)

Total

Lossallowanceasat01.04.2020 160.24 6.96 - - 167.20

Provision on loans originated during the year

79.55 - - - 79.55

Net change in provision on continuing loans

91.00 154.34 - - 245.34

Provision on loans derecognised during the year

(153.93) (153.93)

Lossallowanceasat31.03.2021 176.86 161.30 - - 338.16


ReconciliationofExpectedCreditLoss/ImpairmentLossallowancewithregardstolendingoperationsforF.Y19-20isasfollows

(` in Mn)Particulars Financial

assets wherelossallowance

measured at12-month

ECL


risk has increased

significantlyand credit

not impaired


risk has increased




assets (POCI)

Total

Lossallowanceasat01.04.2019 228.00 - - - 228.00 Provision on loans originated during the year

44.53 - - - 44.53

Net change in provision on continuing loans

48.75 - - - 48.75

Provision on loans derecognised during the year

(154.08) (154.08)

Lossallowanceasat31.03.2020 167.20 - - - 167.20

In addition to loans from lending business, the Group has outstanding loans under CBLO arrangement,staff and Inter corporate deposits. The Group has not made any provision for ECL on these loans as credit risk is considered insignificant.

For financial assets, such as a loan to a customer, when the terms and conditions have been renegotiated to the extent that the modification does not result in cash flows that are substantially different (thereby not resulting into derecognition), the modification gain /loss based on discounted cash flows on it is as below:



Value of modified assets at the time of modification 792.93 - Value of modified assets outstanding at end of year 802.06 - Modification gain/ loss- Considered as ECL Provision 85.13

Credit concentration and gradation

The Group provides loans mainly to High Net Worth Individuals (HNIs) against securities/collaterals in form of financial instruments (Loans against Securities - LAS). The Company does not have a significant concentration with regard to single/group borrower and industry.

The Group sanctions and monitors these loans based on underlying securities. In order to manage credit risk Loan to Value (representing value of securities/collateral against the loans outstanding) is decided/re-adjusted at the time of sanction and on ongoing basis as a part of monitoring of loans. As such the Group has not implemented the system for credit grading of borrowers since most of its loans are against collaterals in from underlying financial instruments.

2) Trade receivables, Other receivables and Other Financial Assets

The Group’s trade receivables primarily include receivables from mutual funds, alternative Investment funds, customers under Portfolio Management scheme and Advisory services arrangements. The Group has made lifetime expected credit loss provision based on provision matrix which takes into account historical experience in collection and credit losses.

movement in the Expected Credit Loss/ Impairment Loss allowancewith regards to trade receivables is asfollows:

Particulars Year Ended 31/03/2021

Year Ended 31/03/2020

Balance at the beginning of the year 10.49 3.19

Movement in expected credit loss allowances on trade receivable 13.88 6.79

Foreign Currency Translation 0.93 0.51

Balance at the end of the year 25.30 10.49


3) Others

In addition to the above, balances and deposits with banks, investments in bonds, debt securities and in units of funds, derivative financial instruments and other financial assets also have exposure to credit risk.

Credit risk on balances and deposits with banks is limited as these balances are generally held with banks and financial institutions with high credit ratings and/or with capital adequacy ratio above the prescribed regulatory limits.

The credit risk in respect of Derivative Financial instruments and investments in bonds, debt securities and in units of funds classified as Fair Value through Profit or Loss is priced in the fair value of the respective instruments. Derivative transactions are transacted on exchanges with central counterparties or entered into under International Swaps and Derivatives Association (ISDA) master netting agreements. Considering the above, the credit risk on such instruments is considered to be insignificant.

Credit Risk on Other Receivables and Other Financial assets is considered very low as the counterparty is mainly stock exchanges.

38B. Liquidity Risk

Liquidity risk refers to the risk that the Group may not be able to meet its short-term financial obligations. The Group manages liquidity risk by maintaining sufficient cash and marketable securities and by having access to funding through an adequate amount of credit lines. Further, The Group has well defined Asset Liability Management (ALM) Framework with an appropriate organizational structure to regularly monitor and manage maturity profiles of financial assets and financial liabilities including debt financing plans, cash and cash equivalent instruments to ensure liquidity. The Group seeks to maintain flexibility in funding mix by way of sourcing the funds through money markets, debt markets and banks to meet its business and liquidity requirements.

The following table shows the maturity profile of Financial liabilities:

(` in Mn)As at 31st March 2021



6 months to 1 year

Between1to 5 years

5 years and above

Derivative financial instruments 2,207.00 - 245.60 40.21 1,528.32 392.87 Trade Payables 883.38 595.12 220.82 1.44 66.00 - Other Payables 3,032.20 3,032.20 Debt Securities 44,079.17 1,495.38 13,577.76 2,284.33 19,560.52 7,161.18 Borrowings (Other than Debt Securities)

1,041.55 541.55 500.00 - - -

Subordinated Liabilities 1,995.69 - - - 1,830.69 165.00 Other financial liabilities 4,077.23 122.49 1,123.07 221.97 1,759.89 849.81 Total 57,316.22 5,786.74 15,667.25 2,547.95 24,745.42 8,568.86

(` in Mn)As at 31st March 2020



6 months to 1 year

Between1to 5 years

5 years and above

Derivative financial instruments 2,488.37 - 49.05 110.82 2,328.50 - Trade Payables 694.45 318.58 372.16 3.71 - - Other Payables 2,347.59 2,347.59 - - - - Debt Securities 54,261.48 - 3,439.78 8,060.94 26,616.45 16,144.31 Borrowings (Other than Debt Securities)

28,499.19 28,499.19 - - - -

Subordinated Liabilities 5,620.34 - - - 4,120.34 1,500.00 Other financial liabilities 5,115.96 2,237.44 323.33 104.42 2,300.12 150.65 Total 99,027.38 33,402.80 4,184.32 8,279.89 35,365.41 17,794.96


38C. Market Risk

Market risk is the risk of any loss in future earnings, in realizable fair values or in futures cash flows that may result from a change in the price of a financial instrument.


38C.1 CurrencyRisk

The Group (including its foreign subsidiaries) does not run a proprietary trading position in foreign currencies and foreign currency denominated instruments.However the Group has exposure to foreign currencies on account of business operations or by maintaining cash and cash equivalents and deposits with banks in currencies other than reporting/functional currencies.


(` in Mn)Amount in `

Particulars USD MUR INR Euro HKD GBP CAD

Cash and Cash Equivalents 10.97 0.23 0.00# 0.03 0.03 0.01

Investments 703.50 - -

Other Financial Assets 0.37 - -

Other Receivables 59.22 - 69.95 0.50

Trade Payables 156.71 - 41.26 7.06

Trade Receivables 71.72 - 20.63 -

(` in Mn)

Particulars AED CHF RIYAL RMB SGD OMR

Cash and Cash Equivalents 0.00# 0.03 0.00# 0.03 0.02 0.09



(` in Mn)

Particulars USD MUR INR Euro CHF GBP

Cash and Cash Equivalents 93.68 0.45 - 0.00# 0.03 0.03

Trade Receivables 274.30 - 31.86 - - -

Other Receivables - - - 0.98 - -

Other Financial Assets 0.39 - - - - -

Trade Payables 54.38 - 0.17 - 0.27 18.30

(` in Mn)

Particulars AED CAD HKD OMR QAR RMB

Cash and Cash Equivalents 0.00# 0.01 0.03 0.09 0.00# 0.03

Particulars SGDCash and Cash Equivalents 0.02# Amount less than ` 10,000

Below is the sensitivity analysis for the year considering 1% appreciation/(depreciation):

2020-21 2019-20Increase Impact on Profit and Loss after tax 11.42 2.78 Impact on Equity 11.42 2.78 Decrease Impact on Profit and Loss after tax (11.42) (2.78)Impact on Equity (11.42) (2.78)

38C.2 Interest rate risk

The Group has considered interest rate risk on financial assets and liabilities accounted for on amortised cost basis.

The Group’s exposure to changes in interest rates relates primarily to the Company’s outstanding floating rate debt included in borrowings/debt securities.


The carrying amount of floating rate liabilities and related interest rate sensitivity is as below:

(` in Mn)



Floating Rate Liabilities (Debt Securities and Borrowings) 6,450.25 5,049.18

A hypothetical 0.25% shift in underlying benchmark rates will have the below impact :

ImpactonProfitandLossaftertaxandequity 2020-21 2019-20

Increase of 0.25% (12.07) (9.45)

Decrease of 0.25% 12.07 9.45

The loans arising from lending operations generally provide for of reset of the interest rates based on its Prime lending Rate (PLR). The Group aims to reset PLR on its loan book on the basis of, inter-alia, actualized /expected change in its overall borrowing costs. This enables the Group to mitigate interest risk on revision/ repricing of interest bearing liabilities. As such the Group does not carry any interest rate risk on account of the above. As required under applicable accounting standard, impact of hypothetical change in PLR on its loan books by 0.25% would be as follows:

(` in Mn)



Loans 36,228.02 36,469.11

(` in Mn)

ImpactonProfitandLossaftertaxandequity 2020-21 2019-20

Increase of 0.25% 67.78 68.23

Decrease of 0.25% (67.78) (68.23)

38C3. Other Price Risk

Other price risk is related to the change in market reference price of the derivative financial instruments, investments and debt securities which are fair valued and exposes the Group to price risks.

The carrying amount of financial assets and liabilities subject to price risk is as below:



Financial Assets

Derivative financial instruments 1,664.97 1,315.86

Investments 25,128.59 65,124.39

26,793.56 66,440.25


Derivative financial instruments 2,207.00 2,488.37

Debt securities 7,776.84 23,196.23

9,983.84 25,684.60

Sensitivity to change in prices of the above assets and liabilities are measured on the following parameters

Investments in AIFs / MFs /others 1% change in the NAV/price

Financial assets and liabilities including derivative assets and liabilities linked to equity index/ others

1% change in the underlying index or in value of the instruments as the case may be

Investments in Debt securities and Government Securities, Debt Securities issued (Liabilities), and interest rate derivatives linked to underlying interest/price movements in the interest bearing securities

0.25% change in yield over duration of the instruments considering PV(0,1) as a measure of change in value


Below is the Sensitivity analysis for the year :

(` in Mn)

2020-21 2019-20

Increase

Impact on Profit and Loss after tax 80.87 349.37

Impact on Equity 80.87 349.37

Decrease

Impact on Profit and Loss after tax (80.87) (349.37)

Impact on Equity (80.87) (349.37)

38D. Capital Management

The Group’s capital management is intended to create value for shareholders. The assessment of Capital level and requirements are assessed having regard to long-and short-term strategies of the Group and regulatory capital requirements of its businesses and constituent entities.

38E.Category-wiseClassificationforapplicableFinancialAssetsandLiabilities

Sr No.



Cost


throughProfitor Loss (P/L)


through Other Comprehensive

Income (OCI)

Total

Financial Assets

(a) Cash and cash equivalents 3,867.47 - - 3,867.47

(b) Bank balance other than (a) above 4,014.43 - - 4,014.43

(c) Derivative financial instruments - 1,664.97 - 1,664.97

(d) Receivables -

(I) Trade receivables 2,261.00 - - 2,261.00

(II) Other receivables 1,157.39 - - 1,157.39

(e) Loans 37,205.90 37,205.90

(f) Investments - 25,128.59 - 25,128.59

(g) Other financial assets 1,529.53 - - 1,529.53

Total 50,035.72 26,793.56 - 76,829.28


(a) Derivative financial instruments - 2,207.00 - 2,207.00

(b) Payables -

(I) Trade payables -


- - - -


883.38 - - 883.38

(II) Other payables


- -


3,032.20 3,032.20

(c) Finance Lease Obligations 268.68 268.68

(d) Debt securities 36,302.33 7,776.84 - 44,079.17

(e) Borrowings (other than debt securities) 1,041.55 - - 1,041.55

(f) Subordinated liabilities 1,995.69 - - 1,995.69

(g) Other financial liabilities 4,077.23 - - 4,077.23

Total 47,601.06 9,983.84 - 57,584.90


(` in Mn)

Sr No.



Cost


throughProfitor Loss(P/L)


through Other Comprehensive

Income (OCI)

Total

Financial Assets

(a) Cash and cash equivalents 6,812.19 - - 6,812.19

(b) Bank balance other than (a) above 4,974.86 - - 4,974.86

(c) Derivative financial instruments - 1,315.86 - 1,315.86

(d) Receivables -

(I) Trade receivables 2,425.49 - - 2,425.49

(II) Other receivables 1,180.00 - - 1,180.00

(e) Loans 36,318.93 36,318.93

(f) Investments - 65,124.39 - 65,124.39

(g) Other financial assets 4,379.00 - - 4,379.00

Total 56,090.47 66,440.25 - 122,530.72


(a) Derivative financial instruments - 2,488.37 - 2,488.37

(b) Payables -

(I) Trade payables -


- - - -


694.45 - - 694.45

(II) Other payables


- -


2,347.59 2,347.59

(c) Finance Lease Obligations 354.39 354.39

(d) Debt securities 31,065.25 23,196.23 - 54,261.48

(e) Borrowings (other than debt securities) 28,499.19 - - 28,499.19

(f) Subordinated liabilities 5,620.34 - - 5,620.34

(g) Other financial liabilities 5,115.96 - - 5,115.96

Total 73,697.17 25,684.60 - 99,381.77

38E.1.Fairvaluesoffinancialinstruments

The Group measures fair values using the following fair value hierarchy, which reflects the significance of the inputs used in making the measurements.

– Level 1: Inputs that are quoted market prices (unadjusted) in active markets for identical instruments. This include NAVs of the schemes of mutual funds.

– Level 2: Inputs other than quoted prices included within Level 1 that are observable either directly (i.e. as prices) or indirectly (i.e. derived from prices). This category includes instruments valued using: quoted market prices in active markets for similar instruments; quoted prices for identical or similar instruments in markets that are considered less than active; or other valuation techniques in which all significant inputs are directly or indirectly observable from market data.

– Level 3: Inputs that are unobservable. This category includes all instruments for which the valuation technique includes inputs that are not observable and the unobservable inputs have a significant effect on the instrument’s valuation. This category includes instruments that are valued based on quoted prices for similar instruments for which significant unobservable adjustments or assumptions are required to reflect differences between the instruments.

The Group uses widely recognised valuation methods to determine the fair value of common and simple financial instruments, such as interest rate swaps, options, which use only observable market data as far as practicable. Observable prices or model inputs are usually available in the market for listed debt and equity securities, exchange-traded derivatives and simple OTC derivatives such as interest rate swaps.


38E. 1a. Financial instruments measured at fair value – Fair value hierarchy

The following table analyses financial instruments measured at fair value at the reporting date, by the level in the fair value hierarchy into which the fair value measurement is categorised.

The amounts are based on the values recognised in the statement of financial position. The fair values include any deferred differences between the transaction price and the fair value on initial recognition when the fair value is based on a valuation technique that uses unobservable inputs.

(` in Mn)



Financial Assets

Investments in Mutual funds 2,325.95 2,325.95

Investments in Debt securities 13,076.82 13,076.82

Investments in Government Securities 649.00 649.00

Investments in Equity Shares * 252.83 252.83

Investments in Alternate Investment Funds # 8,443.53 8,443.53

Investments in Others - 380.46 380.46

Derivatives financial Assets 1,664.97 1,664.97

Total Assets 2,325.95 15,771.25 8,696.36 26,793.56

Financial Liabilities measured at Fair values

Bonds/ Debentures 7,776.84 7,776.84

Derivative financial liabilities 2,207.00 2,207.00

Total Liabilities - 9,983.84 - 9,983.84

* The fair values of unlisted equity are determined basis the independent third party valuations.# The fair values of these investments are determined basis the NAV published by the funds.

(` in Mn)



Financial Assets

Investments in Mutual funds 12,436.24 12,436.24

Investments in Debt securities 12,716.44 12,716.44

Investments in Government Securities 32,164.29 32,164.29

Investments in Equity Shares * 107.46 107.46

Investments in Alternate Investment Funds # 7,699.96 7,699.96

Investments in Others - -

Derivatives financial Assets 1,315.86 1,315.86

Total Assets 12,436.24 46,196.59 7,807.42 66,440.25

Financial Liabilities measured at Fair values

Bonds/ Debentures 23,196.23 23,196.23

Derivative financial liabilities 2,488.37 2,488.37

Total Liabilities - 25,684.60 - 25,684.60

* The fair values of unlisted equity are determined basis the independent third party valuations.# The fair values of these investments are determined basis the NAV published by the funds.


Reconciliation of Level 3 fair value measurements

(` in Mn)



Opening Balance 7,807.42 5,013.93

Total gains or losses

- in profit or loss 248.88 320.89

MTM Gain / ( Loss ) 1,152.50 (506.00)

Purchases 8,285.07 10,440.90

Disposal/ Settlements (8,797.50) (7,462.30)

Transfer out of Level 3 -

Closing Balance 8,696.37 7,807.42

38E.1bFairvalueoffinancialassetsandfinancialliabilitiesmeasuredatamortisedcost


(` in Mn)As at 31st March 2021 As at 31st March 2020Carrying

ValueFair Value Carrying

ValueFair Value

Financial AssetsCash and cash equivalents 3,867.47 3,867.47 6,812.19 6,812.19 Bank balance other than above 4,014.43 4,014.43 4,974.86 4,974.86 Receivables (I) Trade receivables 2,261.00 2,261.00 2,425.49 2,425.49 (II) Other receivables 1,157.39 1,157.39 1,180.00 1,180.00 Loans 37,205.90 37,205.90 36,318.93 36,318.93 Other financial assets 1,529.53 1,529.53 4,379.00 4,379.00 Financial Liabilities(I) Trade payables


- -


883.38 883.38 694.45 694.45

(II) Other payables (i) total outstanding dues of micro enterprises and

small enterprises - - - -


3,032.20 3,032.20 2,347.59 2,347.59

Finance Lease Obligations 268.68 268.68 354.39 354.39 Debt securities 36,302.33 34,018.92 31,065.25 31,123.79 Borrowings (other than debt securities) 1,041.55 1,041.55 28,499.19 28,499.19 Subordinated liabilities 1,995.69 1,995.58 5,620.34 4,972.04 Other financial liabilities 4,077.23 4,077.23 5,115.96 5,115.96

Financial assets measured at amortised cost:

The carrying amounts of cash and cash equivalents and other bank balances ,trade and other receivables, loans and other financial assets are considered to be the same as their fair values due to their nature of assets.

Financial liabilities measured at amortised cost:

The carrying amounts of trade payables and other financial liabilities are considered to be the same as their fair values due to their nature of liabilities. The carrying amounts of borrowings with floating rate of interest are considered to be close to the fair value.

Other financial liabilities includes those nature of liabilities whose fair value approx to amortised cost



(` in Mn)

As at 31.03.2021




Subordinated liabilities 1,995.58 1,995.58


(` in Mn)

As at at 31.03.2020




Subordinated liabilities 4,972.04 4,972.04

Note 39 A The Parent Company i.e. IIFL Wealth Management Limited has implemented equity settled Employee Stock Options Scheme 2012 (ESOP 2012) and Employee Stock Options Scheme 2015 (ESOP 2015) and has outstanding options granted under the said schemes. The options vest in graded manner and must be exercised within a specified period as per the terms of grants by the Nomination and Remuneration Committee and ESOP Schemes. Similarly, the ESOPs were granted to employees in November 2019 by implementing Employee Stock Options Scheme 2019 (ESOP 2019).

The details of various Employee Stock Option Schemes are as under:


No. of options granted upto March 31,2021

2,731,935 9,242,941 2,456,439

(A – 1,240,900; B – 752,550; C – 607,500; D - 117,100; E -

13,885)

(A - 6,965,945; B - 900,000; C- 950,000; D - 121,141; E - 135,827;

F - 170,028 )

(A - 1,242,909; B - 1,096,000; C - 61,530; D - 20,000; E -

36,000)

Grant dates A - March 28, 2012; B - August 29, 2013; C - March 26, 2014; D - Jun 03, 2014, E - January 28,

2018

A - July 02, 2015,B - November 10, 2016

C- July 21, 2017; D - January 13, 2018; E - January 28, 2018; F -

January 29, 2019

A - November 15, 2019,B - November 15, 2019,

C - October 23, 2020, D - October 23, 2020, E - February

25, 2021

Method of accounting Fair value Fair value Fair value

Vesting plan Options granted would vest within a period of seven years

subject to a minimum period of one year from the date of grant

of such options









Exercise period Seven years from the date of grant



Grant price (` Per Share) A - ` 10.00, B - ` 16.00, C - ` 19.00, D - ` 19.00, D - ` 417 .00

A - ` 282.00, B – ` 339.00, C,D E - ` 417.00, F - ` 1661.00

A - ` 861.00, B – ` 861.00, C - ` 900.00, D - ` 900.00, E - `

1147.00


` 11.80 - ` 409.00 ` 274.00 - `1297.00 ` 899.45 - ` 1223.80





Options outstanding at the beginning of April 01, 2020 14,245 1,320,195 2,299,326

Granted during the year 0 0 117,530

Exercised during the year 5,131 545,077 125,026

Lapsed during the year 7,000 33,425 84,127

Options outstanding as at March 31, 2021 2,114 741,693 2,207,703

Exercisable at the end of the year March 31,2021 1,560 329,604 585,980


` 80.94 ` 358.64 ` 861.00


` 19.00 to ` 417.00

` 282.00 to ` 1661.00

` 861.00 to ` 1147.00



Options outstanding at the beginning of April 01, 2019 19,195 3,472,436 -

Granted during the year 0 0 2,338,909

Exercised during the year 4,950 1,968,337 -

Lapsed during the year 0 183,904 39,583

Options outstanding as at March 31, 2020 14,245 1,320,195 2,299,326

Exercisable at the end of the year March 31,2020 5,914 386,221 -


` 340.19 ` 309.28 NA


` 16.00 to ` 417.00

` 282.00 to ` 1661.00

` 861.00

Fair Value Assumptions:

The fair value of options have been estimated on the date of grant using Black Scholes model.

Key Assumptions used in Black-Scholes model for calculating fair value as on the date of grant are as follows:


Risk free interest rate 6.67%-9.09% 6.19%-7.86% 4.20%-5.99%

Expected average life 2-5 years 2-5 years 2-6 years

Expected volatility of Share Price 10.00% 10.00% 12.24% - 18.50%

Dividend yield 3%-23.19% 1.5% - 3% 1.95% - 3%

Fair value on the date of the grant ` 11.80 - ` 409.00

` 274.00 - ` 1297.00

` 899.45 - ` 1223.80

Note 39 B

In terms of the Composite Scheme of Arrangement (Scheme) amongst IIFL Finance Limited (formerly known as IIFL Holdings Limited), India Infoline Finance Limited, India Infoline Media and Research Services Limited (“IIFL M&R”), IIFL Securities Limited (“IIFL Securities”), the Company (“IIFL Wealth”) and IIFL Distribution Services Limited (“IIFL Distribution”), and their respective shareholders, under Sections 230 - 232 and other applicable provisions of the Companies Act, 2013 (“Scheme”) which was approved by the National Company Law Tribunal Bench at Mumbai (Tribunal) on March 07, 2019 under the applicable provisions of the Companies Act, 2013, the equity options holders of IIFL Finance Limited (formerly known as IIFL Holdings Limited) (Options holders) shall be granted 1 stock option by the Parent Company for every 7 stock options held in IIFL Finance Limited, on terms and conditions similar to the ESOP Scheme of IIFL Finance Limited. Accordingly, 1,27,912 options of IIFL Wealth Management Limited were granted on August 21, 2019.



No. of options granted upto March 31,2020 127,912

A - 127,912

Grant dates A – 31st May 2019 (i.e. effective date of Demerger)

Method of accounting NA*

Vesting plan Options granted would vest as per the vesting schedule as determined under each series of grant of IIFL Finance Limited (formerly known as IIFL Holdings Limited) after taking the effect of demerger dated May 31, 2019 and as approved by Nomination & Remuneration Committee subject to minimum period of one year from the original date of grant of such options

Exercise period Five years from the Original date of grant

Grant price (` Per Share) ` 82.02, ` 218.71, ` 25.79, ` 26.47, `31.05, ` 61.40, ` 82.73


NA*

* the scheme has been implemented on account of Composite Scheme of Arrangement as mentioned above in lieu of existing ESOP scheme of IIFL Finance Limited (formerly Known as IIFL Holdings Ltd.). This, being in the nature of modification of erstwhile ESOP scheme of IIFL Finance Ltd., no separate fair valuation is required to be carried out by the Parent Company.




Options outstanding at the beginning of April 01, 2020 43,687

Granted during the year 0






` 86.45


` 82.02 to ` 218.71



Options outstanding at the beginning of April 01, 2019 0

Granted during the year 127,912






` 43.28


` 82.02 to ` 218.71


40 CAPITAL, OTHER COMMITMENTS AND CONTINGENT LIABILITIES AT BALANCE SHEET DATE:

Capital and Other Commitments


March 31, 2021As at

March 31, 2020Commitments to contribute funds for the acquisition of property, plant and equipment and intangible assets

17.85 34.50

Commitments on investments 1,811.46 2,442.07 Total 1,829.31 2,476.57

Contingent Liabilities


March 31, 2021As at

March 31, 2020Bank guarantees (refer note 40.1) 2,499.44 1,687.40 Corporate guarantee 2,100.00 2,100.00 Disputed income tax demand* 436.68 323.88 Total 5,036.12 4,111.28

* Amount paid under protest with respect to income tax demand ` 47.62 mn (P.Y ` 64.14 mn)

40.1 Fixed Deposits(excluding accrued interest) amounting to ` 1458.70 (P.Y. ` 1015.59 mn) are pledged against this.

Management believes that the ultimate outcome of above matters will not have a material adverse impact on its financial position, results of operations and cash flows. In respect of above matters, future cash outflows in respect of contingent liabilities are determinable only on receipt of judgements pending at various authorities.

41 DISCLOSURE AS PER IND AS 108 “SEGMENT REPORTING”:

41.1 Servicesfromwhichreportablesegmentsderivetheirrevenues

The Group’s Operating Segments are identified as those segments that engage in business activities to earn revenues and incur expenses whose results are regularly reviewed by Chief operating decision maker.

The Company has following business segments, which are its reportable segments.

(i) Wealth Management: Wealth management segment comprises distribution of financial products, advisory, equity and debt broking, estate planning and managing financial products essentially in the nature of advisory. The Segment also includes Lending and Investment activities which are complimentary to Wealth management activities and largely provided to or arise from servicing its clients under Wealth management.

(ii) Asset Management: Asset management segment generally comprises management of pooled funds under various products and structures such as mutual funds, alternative asset funds, portfolio management and related activities.

Operating segment disclosures are consistent with the information provided to and reviewed by the chief operating decision maker.

For financial statement presentation purposes various individual operating segments have been aggregated into a single operating segment taking into account the following factors:

- The methods used to provide the service to the customers are the same;

- The services provided are guided by similar regulatory provisions and framework.

41.2 Segment revenues and results

The following is an analysis of the Group’s revenue and results from continuing operations by reportable segment.

(` in Mn)For the year ended

March 31, 2021For the year ended

March 31, 2020Segment Revenue

Segment Results

Segment Revenue

Segment Results

Wealth Management 13,781.11 3,946.81 13,256.99 2,586.75 Asset Management 2,788.82 882.15 2,017.77 277.46 Unallocated 20.27 20.28 Total 16,590.20 4,849.24 15,274.76 2,864.21


The accounting policies of the reportable segments are the same as the group’s accounting policies. Segment profit represents the profit before tax earned by each segment post allocation of all identifiable other income, direct expenses, finance cost and other cost.

41.3 Segment assets and liabilities

(` in Mn)

Segment assets As at March 31, 2021


Wealth Management 83,859.48 127,566.81

Asset Management 2,781.80 1,912.88

Total segment assets 86,641.28 129,479.69

Unallocated assets 758.31 783.36

Consolidated total assets 87,399.59 130,263.05

(` in Mn)

Segment liabilities As at March 31, 2021



Asset Management 616.59 470.73

Total segment liabilities 58,193.11 99,854.69

Unallocated liabilities 928.82 493.32

Consolidated total liabilities 59,121.93 100,348.01

For the purpose of monitoring segment performance and allocating resources between segments:

- All assets are allocated to reportable segments other than tax assets.

- All liabilities are allocated to reportable segments other than tax liabilities.

41.4 Other segment information

(` in Mn)

Depreciation and amortisation For the year ended March 31, 2021

For the year ended March 31, 2020

Wealth Management 389.43 374.40


Total 429.70 410.22

(` in Mn)

Interest Income included in segment revenue For the year ended March 31, 2021




Total 6,471.68 7,895.38

(` in Mn)

Finance Cost For the year ended March 31, 2021




Total 4,135.47 5,015.89


41.5 Geographical information

(` in Mn)



Segment Revenue Segment Revenue

India 16,348.30 15,031.96

Mauritius 18.84 125.88

Singapore 221.74 116.63

Others 1.32 0.29

Total 16,590.20 15,274.76

42 RELATED PARTY DISCLOSURES:

Related party disclosures for the year ended 31st March, 2021

a) List of Related Parties:

Nature of relationship Name of partyDirector/ Key Managerial Personnel

Mr. Karan Bhagat, Managing DirectorMr. Yatin Shah, Non-Executive DirectorMr. Nirmal Jain, DirectorMr. Venkataraman Rajamani, DirectorMr. Nilesh Vikamsey, Independent DirectorMs. Geeta Mathur, Independent DirectorMr. Sandeep Achyut Naik, DirectorMr. Shantanu Rastogi, DirectorMr. Pankaj Vaish, Independent DirectorMr. Gopalkrishnan Soundarajan, Independent DirectorMr. Subbaraman Narayan, Independent Director

Subsidiary IIFLW CSR Foundation (w.e.f Jan 20, 2020)Other Related Party IIFL Finance Limited (Formerly known as IIFL Holdings Limited)

IIFL Securities Limited (Formerly known as India Infoline Limited)IIFL Commodities Limited (Formerly known as India Infoline Commodities Limited)IIFL Insurance Brokers Limited (Formerly known as India Infoline Insurance Brokers Limited)IIFL Management Services Limited (Formerly known as India Infoline Insurance Services Limited)IIFL Wealth (UK) LimitedIIFL Capital Inc.IIFL Facilities Services Limited (Formerly known as IIFL Real Estate Limited)IIFL Securities Services IFSC LimitedIIFL Corporate Services Limited (Formerly known as IIFL Asset Reconstruction Limited)IIFL Home Finance LimitedSamasta Microfinance Limited (w.e.f March 01, 2017)Meenakshi Tower LLP (Joint Venture of IIFL Management Services Limited)Shreyans Foundation LLP FIH Mauritius Investment LimitedIndia Infoline Foundation5paisa Capital Limited5paisa P2P Limited5paisa Insurance Brokers Limited5paisa Trading LimitedGeneral Atlantic Singapore Fund Pte LimitedMr. Karan Bhagat


Nature of relationship Name of partyMrs. Shilpa Bhagat (Spouse of Mr. Karan Bhagat)Mr. Varun Bhagat (Brother of Mr. Karan Bhagat)Kush Family Private TrustKyra Family Private TrustKyrush InvestmentsBhagat Family Private TrustKyrush Family Private TrustKyrush Trading & Investments Private Limited (Formerly known as Kyrush Realty Private Limited)Mrs. Ami Yatin Shah (Spouse of Mr. Yatin Shah)Mr. Prakashchandra Shah (Father of Mr. Yatin Shah)Yatin Prakash Shah HUFYatin InvestmentsNaykia Realty Private LimitedNaykia Family Private TrustPrakash Shah Family Private TrustNaysa Shah Family Private TrustKiaan Shah Family Private TrustIndia Alternatives Investment Advisors Private Limited resigned w.e.f. 31.05.2020Financial advisors (India)Private LimitedCDE Real Estate Private Limited Resigned w.e.f January 19, 2021Mr. Nirmal JainMrs. Madhu Jain (Spouse of Mr. Nirmal Jain)Ardent Impex Private LimitedOrpheous Trading Private LimitedSunder Bhawar Ventures Private LimitedNirmal Madhu Family Private TrustMNJ Consultants Private LimitedMr. Venkataraman RajamaniMs. Aditi Athavankar (Spouse of Mr. Venkataraman Rajamani)Kalki Family Private Trust

*IIFL Private Wealth (Hongkong) Limited has completed voluntary liquidation

**IIFL Wealth Capital Markets Limited is now Wholly Owned Subsidiary of IIFL Wealth Finance Limited with effect from April 24, 2020.

b) ListofTransactionsoftheGroupwiththerelatedpartiesnetoffEliminations

(` in Mn)

Nature of Transaction Year Whole Time Director/Key Managerial Personnel

Subsidiaries including stepdown

subsidiaries


Total

Subscription of NCD - - - -

IIFL Finance Limited (Formerly known as IIFL Holdings Limited)

2020-21 - - - -

2019-20 - - (4,983.00) (4,983.00)

Purchase of Investment - - - -


2020-21 - - 2,011.10 2,011.10

2019-20 - - (507.93) (507.93)

IIFL Management Services Limited 2020-21 - - 80.18 80.18

2019-20 - - (1,325.25) (1,325.25)

Sale of Investment - - - -


2020-21 - - 813.46 813.46

2019-20 - - (1,297.89) (1,297.89)


(` in Mn)



subsidiaries


Total

IIFL Home Finance Limited 2020-21 - - 224.97 224.97

2019-20 - - (739.83) (739.83)

IIFL Management Services Limited 2020-21 - - - -

2019-20 - - (22.07) (22.07)

IIFL Facilities Services Limited 2020-21 - - 50.01 50.01

2019-20 - - - -

ICD Given - - - -


2020-21 - - - -

2019-20 - - (500.00) (500.00)

ICD received back - - - -


2020-21 - - - -

2019-20 - - (500.00) (500.00)


2019-20 - - (65.00) (65.00)

Loan Given - - - -

Mr. Karan Bhagat 2020-21 - - - -

2019-20 (331.52) - - (331.52)

Mr. Yatin Shah 2020-21 499.95 - - 499.95

2019-20 (35.00) - - (35.00)

Mr. Nirmal Jain 2020-21 1,499.99 - - 1,499.99

2019-20 (1,999.99) - - (1,999.99)

Mr. Venkataraman Rajamani 2020-21 - - - -

2019-20 (999.99) - - (999.99)

Mrs. Madhu Jain 2020-21 - - 3,896.83 3,896.83

2019-20 - - (2,000.00) (2,000.00)

Mrs. Shilpa Bhagat 2020-21 - - - -

2019-20 - - (911.25) (911.25)

Mrs. Ami Yatin Shah 2020-21 - - - -

2019-20 - - (293.35) (293.35)

Yatin Investment 2020-21 - - - -

2019-20 - - (1,749.99) (1,749.99)

Kyrush Investments 2020-21 - - 327.22 327.22

2019-20 - - (1,749.99) (1,749.99)

Loan Received Back - - - -


2019-20 (489.22) - - (489.22)

Mr. Yatin Shah 2020-21 499.95 - - 499.95

2019-20 (94.20) - - (94.20)

Mr. Nirmal Jain 2020-21 1,499.99 - - 1,499.99

2019-20 (1,999.99) - - (1,999.99)


2019-20 (999.99) - - (999.99)

Mrs. Madhu Jain 2020-21 - - 3,896.83 3,896.83

2019-20 - - (2,000.00) (2,000.00)


2019-20 - - (911.25) (911.25)


2019-20 - - (293.35) (293.35)


2019-20 - - (1,749.99) (1,749.99)


(` in Mn)



subsidiaries


Total


2019-20 - - (1,749.99) (1,749.99)

Purchase of Property - - - -

IIFL Facilities Services Limited 2020-21 - - - -

2019-20 - - (2,250.00) (2,250.00)

Fees Earned For Services (including Brokerage) rendered

IIFL Securities Limited 2020-21 - - 46.03 46.03

2019-20 - - (60.82) (60.82)

Samasta Microfinance Limited 2020-21 - - 8.28 8.28

2019-20 - - - -


2020-21 - - 121.34 121.34

2019-20 - - (114.63) (114.63)

Mr. Karan Bhagat 2020-21 0.10 - - 0.10

2019-20 (0.06) - - (0.06)

Mr. Yatin Shah 2020-21 0.01 - - 0.01

2019-20 - - - -

Mr. Nirmal Jain 2020-21 0.13 - - 0.13

2019-20 - - - -

Kalki Family Private Trust 2020-21 - - 0.01 0.01

2019-20 - - (0.01) (0.01)


2019-20 - - (0.17) (0.17)

Kyrush Trading & Investments Private Limited (Formerly known as Kyrush Realty Private Limited)

2020-21 - - 0.01 0.01

2019-20 - - - -

Kush Family Private Trust 2020-21 - - 0.10 0.10

2019-20 - - - -

Kyra Family Private Trust 2020-21 - - 0.10 0.10

2019-20 - - - -

Interest Income on ICD Given - - - -


2019-20 - - (3.15) (3.15)


2020-21 - - - -

2019-20 - - (18.41) (18.41)

Income on Investment - - - -


2020-21 - - - -

2019-20 - - (0.05) (0.05)

IIFL Home Finance Limited 2020-21 - - - -

2019-20 - - (5.14) (5.14)

Interest Income on Loan Given - - - -


2019-20 (4.47) - - (4.47)

Mr. Yatin Shah 2020-21 1.34 - - 1.34

2019-20 (6.11) - - (6.11)

Mr. Nirmal Jain 2020-21 2.19 - - 2.19

2019-20 (7.36) - - (7.36)


2019-20 (2.62) - - (2.62)


(` in Mn)



subsidiaries


Total

Mrs. Madhu Jain 2020-21 - - 5.46 5.46

2019-20 - - (4.58) (4.58)


2019-20 - - (6.65) (6.65)


2019-20 - - (11.55) (11.55)


2019-20 - - (7.29) (7.29)


2019-20 - - (7.20) (7.20)

Fees/Expenses incurred/Reimbursed For Services Procured


2019-20 - - (124.45) (124.45)

IIFL Wealth (UK) Limited 2020-21 - - 32.29 32.29

2019-20 - - (87.94) (87.94)

Corporate Social Responsibility Expenses (CSR)

India Infoline Foundation 2020-21 - - - -

2019-20 - - (54.93) (54.93)

IIFLW CSR Foundation** 2020-21 - 109.73 - 109.73

2019-20 - - -

Remuneration To Director/KMP/Other related party

- - -

Mr. Karan Bhagat 2020-21 49.57 - - 49.57

2019-20 (50.06) - - (50.06)

Mr. Yatin Shah 2020-21 28.80 - - 28.80

2019-20 (36.36) - - (36.36)

Mr. Varun Bhagat 2020-21 - - 4.53 4.53

2019-20 - - (5.20) (5.20)

Gratuity Expenses - - -


2019-20 (0.06) - - (0.06)

Mr. Yatin Shah 2020-21 - - - -

2019-20 (0.06) - - (0.06)

Mr. Varun Bhagat 2020-21 - - 0.04 0.04

2019-20 - - (0.10) (0.10)

Sitting Fees/Commission To Directors

Ms. Geeta Mathur 2020-21 2.06 - - 2.06

2019-20 (1.85) - - (1.85)

Mr. Nilesh Vikamsey 2020-21 2.18 - - 2.18

2019-20 (2.01) - - (2.01)

Mr. S Narayan 2020-21 2.53 - - 2.53

2019-20 (2.38) - - (2.38)

Mr. Pankaj Vaish 2020-21 1.87 - - 1.87

2019-20 (0.24) - - (0.24)

Dividend Paid - - -

Mr. Karan Bhagat 2020-21 12.83 - - 12.83

2019-20 (6.42) - - (6.42)

Mr. Yatin Shah 2020-21 233.12 - - 233.12

2019-20 (66.28) - - (66.28)

Mr. Nilesh Vikamsey 2020-21 0.71 - - 0.71

2019-20 - - - -


(` in Mn)



subsidiaries


Total

General Atlantic Singapore Fund Pte Ltd 2020-21 - - 1,303.37 1,303.37

2019-20 - - (372.39) (372.39)

Mrs. Shilpa Bhagat 2020-21 - - 78.81 78.81

2019-20 - - (22.52) (22.52)

Mrs. Aditi Athavankar 2020-21 - - 92.00 92.00

2019-20 - - (0.57) (0.57)

Mrs. Ami Yatin Shah 2020-21 - - 0.04 0.04

2019-20 - - (0.01) (0.01)

Mrs. Madhu Jain 2020-21 - - 96.25 96.25

2019-20 - - (34.50) (34.50)

Mr. Nirmal Jain 2020-21 436.02 - - 436.02

2019-20 - - (132.58) (132.58)

Mr. Prakash C. Shah 2020-21 - - - -

2019-20 - - (0.20) (0.20)

Mr. Venkataraman Rajamani 2020-21 94.44 - - 94.44

2019-20 - - (31.38) (31.38)

Yatin Prakash Shah (HUF) 2020-21 - - - -

2019-20 - - (0.23) (0.23)

Ardent Impex Pvt Ltd 2020-21 - - 34.00 34.00

2019-20 - - (7.71) (7.71)

Orpheus Trading Pvt Ltd 2020-21 - - 16.50 16.50

2019-20 - - (3.71) (3.71)

Kyra Family Private Trust 2020-21 - - 105.00 105.00

2019-20 - - - -

Kush Family Private Trust 2020-21 - - 105.00 105.00

2019-20 - - - -

Nirmal Madhu Family Private Trust 2020-21 - - 100.00 100.00

2019-20 - - - -

FIH Mauritius Investment Limited 2020-21 - - 846.41 846.41

2019-20 - - - -

- - -

Reimbursement of expenses Received - - -


2020-21 - - 4.15 4.15

2019-20 - - - -

IIFL Capital Inc. 2020-21 - - 3.94 3.94

2019-20 - - (3.76) (3.76)

IIFLW CSR Foundation 2020-21 - 0.72 - 0.72

2019-20 - - -

Reimbursement of expenses Paid - - -


2020-21 - - 0.18 0.18

2019-20 - - (5.64) (5.64)


2019-20 - - (3.21) (3.21)

IIFL Capital Inc. 2020-21 - - 0.16 0.16

2019-20 - - (5.41) (5.41)

IIFL Facilities Services Limited 2020-21 - - 0.02 0.02

2019-20 - - (1.37) (1.37)


2019-20 - - (2.27) (2.27)


(` in Mn)



subsidiaries


Total

Other funds received - - - -


2019-20 - - (0.50) (0.50)


2019-20 - - - -

IIFL Insurance Brokers Ltd. 2020-21 - - - -

2019-20 - - (0.06) (0.06)


2019-20 - - (0.13) (0.13)


2020-21 - - 0.06 0.06

2019-20 - - (8.48) (8.48)

Other funds paid - - - -


2019-20 - - (1.60) (1.60)


2020-21 - - 0.59 0.59

2019-20 - - (2.75) (2.75)


2019-20 - - (0.50) (0.50)

IIFL Insurance Brokers Ltd. 2020-21 - - 0.02 0.02

2019-20 - - (0.03) (0.03)

c) Amount due to / from related parties (Closing Balance)

(` in Mn)

Nature of Transaction Whole Time Director/Key Managerial Personnel


Other Related Parties *(Fellow

Subsidiaries upto April 01,

2018)

Total

Sundry payables:


2020-21 - - - -

2019-20 - - (3.09) (3.09)

IIFL Capital Inc. 2020-21 - - - -

2019-20 - - (0.80) (0.80)


2019-20 - - (29.57) (29.57)

IIFL Wealth (UK) Limited 2020-21 - - 4.26 4.26

2019-20 - - (14.38) (14.38)


2019-20 - - (0.26) (0.26)

Sundry receivables: - - - -


2020-21 - - 1.74 1.74

2019-20 - - - -


2019-20 - - - -


2019-20 - - - -

IIFL Capital Inc. 2020-21 - - 3.01 3.01

2019-20 - - - -

IIFLW CSR Foundation 2020-21 - 0.85 - 0.85

2019-20 - - -


(` in Mn)

Nature of Transaction Whole Time Director/Key Managerial Personnel


Other Related Parties *(Fellow

Subsidiaries upto April 01,

2018)

Total


2019-20 - - - -

Kush Family Private Trust 2020-21 - - 0.12

2019-20 - - -

Kyra Family Private Trust 2020-21 - - 0.12

2019-20 - - -

Loan Given: - - - -


2019-20 - - - -

Receivable From Client - - - -

Kalki Family Private Trust 2020-21 - - 2.44

2019-20 - - -

Naykia Family Private Trust 2020-21 - - 0.00 0.00

2019-20 - - - -

Mrs. Ami Yatin Shah 2020-21 - - 0.00 0.00

2019-20 - - - -

Mrs. Madhu Jain 2020-21 - - 0.00 0.00

2019-20 - - - -

Payable to Client - - - -

Yatin Investment 2020-21 - - 0.39 0.39

2019-20 - - - -

Gratuity Liability - - -

Mr. Karan Bhagat 2020-21 1.26 - - 1.26

2019-20 (1.27) - - (1.27)

Mr. Yatin Shah 2020-21 1.28 - - 1.28

2019-20 (1.29) - - (1.29)

Mr. Varun Bhagat 2020-21 - - 0.50 0.50

2019-20 - - (0.44) (0.44)

Investment in NCD - - - -


2020-21 - - - -

2019-20 - - (12.21) (12.21)


2019-20 - - - -


2019-20 - - - -

Letter of Undertaking/Indemnity:

The Parent company has provided a letter of undertaking-cum-indemnity to IIFL Securities Ltd. towards a civil suit pending against IIFL Wealth (UK )Ltd., a subsidiary of IIFL Securities Ltd, inter-alia, to defend the said suit and indemnify IIFL Securities and its directors against claims if any, arising from the same

Note:

I) Figures in bracket represents previous year figures.

II) Related parties are identified and certified by the management.

III) * Transactions with Subsidiaries include transactions with IIFLW CSR Foundation. IIFLW CSR Foundation is not part of consolidated financial statement.

IV) ** This includes contributions done in the current year towards liabilities of current year and carried forward liabilities of previous year.


43 CORPORATE SOCIAL RESPONSIBILITY

During the year , the Group has spent its entire liability of ` 88.41 mn (PY - ` 60.28 mn) as required to be spent as per section 135 of the Companies Act 2013 in respect of Corporate Social Responsibility (CSR). The Company is committed to supporting development of the country by contributing in achieving sustainable development goals and all its activities are directed towards this. Going forward these projects will be consolidated and scaled to achieve a larger and deeper impact. The key focus areas includes education, community awareness, sports, environmental sustainability, and health.

44 SUMMARY OF CONSOLIDATION:

The Consolidated Financial Statements represents consolidation of financial statements of the Holding Company with its following subsidiaries:

Subsidiary Country of incorporation

Proportion of ownershipinterest

Proportion of ownershipinterest

As at Mar 31, 2021 As at Mar 31, 2020IIFL Wealth Distribution Services Limited (Formerly IIFL Distribution Services Limited)

India 100% 100%

IIFL Investment Adviser and Trustee Services Limited India 100% 100%IIFL Wealth Portfolio Managers Limited (Formerly IIFL Alternate Asset Advisors Limited)

India 100% 100%

IIFL Asset Management Limited India 100% 100%IIFL Trustee Limited India 100% 100%IIFL Wealth Prime Limited (Formerly IIFL Wealth Finance Ltd) India 100% 100%IIFL Wealth Securities IFSC Limited (w.e.f June 22, 2018) India 100% 100%IIFL Altiore Advisors Private Limited (w.e.f November 05, 2018) (Formerly known as Altiore Advisors Private Limited)

India 100% 100%

IIFL Wealth Employee Welfare benefit Trust (w.e.f August 01, 2018) India 100% 100%IIFL Wealth Capital Markets Limited (w.e.f. April 24, 2021) (Formerly L&T Capital Markets Limited)*

India 100% 0%

IIFL Asset Management (Mauritius) Limited (Formerly known as IIFL Private Wealth (Mauritius) Limited

Mauritius 100% 100%

IIFL Inc United States of America

100% 100%

IIFL (Asia) Pte. Limited Singapore 100% 100%IIFL Securities Pte. Limited Singapore 100% 100%IIFL Capital Pte. Limited Singapore 100% 100%IIFL Private Wealth Management (Dubai) Limited United Arab

Emirates100% 100%

IIFL Private Wealth Hong Kong Limited** Hongkong 0% 100%IIFL Capital (Canada) Limited (w.e.f November 3, 2017) Canada 100% 100%

*IIFL Wealth Capital Markets Limited is now Wholly Owned Subsidiary of IIFL Wealth Finance Limited with effect from April 24, 2020.

**IIFL Private Wealth (Hongkong) Limited has completed voluntary liquidation

45 1 Maturity analysis of assets and liabilities as at March 31, 2021

(` in Mn)SR.No.


After 12 months

Total


(a) Cash and cash equivalents 3,867.47 3,867.47 (b) Bank balance other than (a) above 3,992.90 21.53 4,014.43 (c) Derivative financial instruments 1,639.24 25.73 1,664.97 (d) Receivables

(I) Trade receivables 2,261.00 - 2,261.00 (II) Other receivables 1,157.39 - 1,157.39

(e) Loans 33,697.13 3,508.77 37,205.90 (f) Investments 14,915.26 10,213.33 25,128.59 (g) Other financial assets 501.42 1,028.11 1,529.53 2 Non-Financial Assets

(a) Inventories - - -


(` in Mn)SR.No.


After 12 months

Total

(b) Current tax assets (net) - 747.10 747.10 (c) Deferred tax assets (net) - 11.21 11.21 (d) Property, plant and equipment - 2,878.70 2,878.70 (e) Capital work-in-progress - 24.29 24.29 (f) Goodwill - 3,733.94 3,733.94 (g) Other intangible assets - 1,516.09 1,516.09 (h) Right to use - 243.12 243.12 (i) Other non-financial assets 956.20 459.66 1,415.86

Total Assets 62,988.01 24,411.58 87,399.59 LIABILITIES AND EQUITY LIABILITIES

1 Financial Liabilities (a) Derivative financial instruments 285.81 1,921.19 2,207.00 (b) Payables -

(I) Trade payables - (i) total outstanding dues of micro enterprises and

small enterprises - - -


883.38 - 883.38




3,032.20 - 3,032.20

(c) Finance Lease Obligation 118.92 149.76 268.68 (d) Debt securities 17,357.47 26,721.70 44,079.17 (e) Borrowings (other than debt securities) 1,041.55 - 1,041.55 (f) Subordinated liabilities 1,995.69 1,995.69 (g) Other financial liabilities 1,378.92 2,698.31 4,077.23 2 Non-Financial Liabilities

(a) Current tax liabilities (net) 587.80 - 587.80 (b) Provisions 64.92 53.55 118.47 (c) Deferred tax liabilities (net) - 341.02 341.02 (d) Other non-financial liabilities 489.73 - 489.73 3 EQUITY

(a) Equity share capital - 175.77 175.77 (b) Other equity - 28,101.90 28,101.90


Note 45.2. Maturity analysis of assets and liabilities as at March 31, 2020

(` in Mn)SR.No.


After 12 months

Total


(a) Cash and cash equivalents 6,812.19 6,812.19 (b) Bank balance other than (a) above 4,955.38 19.48 4,974.86 (c) Derivative financial instruments 50.88 1,264.98 1,315.86 (d) Receivables

(I) Trade receivables 2,425.49 - 2,425.49 (II) Other receivables 1,180.00 - 1,180.00

(e) Loans 35,572.76 746.17 36,318.93 (f) Investments 54,160.39 10,964.00 65,124.39 (g) Other financial assets 889.60 3,489.40 4,379.00


(` in Mn)SR.No.


After 12 months

Total

2 Non-Financial Assets (a) Inventories - - - (b) Current tax assets (net) - 730.44 730.44 (c) Deferred tax assets (net) - 52.92 52.92 (d) Property, plant and equipment - 2,988.03 2,988.03 (e) Capital work-in-progress - 11.00 11.00 (f) Goodwill - 1,878.51 1,878.51 (g) Other intangible assets - 876.89 876.89 (h) Right to use - 338.19 338.19 (i) Other non-financial assets 386.27 470.08 856.35

Total Assets 106,432.96 23,830.09 130,263.05 LIABILITIES AND EQUITY LIABILITIES

1 Financial Liabilities (a) Derivative financial instruments 159.87 2,328.50 2,488.37 (b) Payables -

(I) Trade payables - (i) total outstanding dues of micro enterprises and



694.45 - 694.45




2,347.59 - 2,347.59

(c) Finance Lease Obligation 117.56 236.83 354.39 (d) Debt securities 11,500.72 42,760.76 54,261.48 (e) Borrowings (other than debt securities) 28,499.19 - 28,499.19 (f) Subordinated liabilities 5,620.34 5,620.34 (g) Other financial liabilities 2,665.19 2,450.77 5,115.96 2 Non-Financial Liabilities

(a) Current tax liabilities (net) 170.36 - 170.36 (b) Provisions 47.96 44.81 92.77 (c) Deferred tax liabilities (net) - 322.97 322.97 (d) Other non-financial liabilities 380.15 - 380.15 3 EQUITY

(a) Equity share capital - 174.29 174.29 (b) Incremental shares pending issuance - - - (c) Other equity - 29,740.74 29,740.74


46 BUSINESS COMBINATION

A Subsidiaries acquiredParticulars Principal

activityDate of

acquisitionProportion of voting equity

interests acquired

Consideration transferred

(Amount in ` Mn)IIFL Wealth Capital Markets Limited (Formerly L&T Capital Markets Limited)

Distribution business

24th April 2020 100% 2,957.76


B Assets acquired and liabilities recognised at the date of acquisition

Particulars IIFL Wealth Capital Markets Limited (Formerly L&T Capital Markets Limited)

Financial AssetsCash and cash equivalents 699.96 Trade Receivables 22.97 Other Financial assets 0.99 Non-Financial AssetsProperty, Plant and Equipment 1.32 Other Intangible assets 0.73 Current tax assets (Net) 0.50 Deferred tax Assets (Net) 8.89 Other non-financial assets 0.43 Financial LiabilitiesTrade Payables (44.49)Other non-financial liabilities (0.84)Non-Financial LiabilitiesProvisions (28.89)Other net assets 661.57

C Goodwillarisingonacquisition

(Amount in ` Mn)Particulars IIFL Wealth Capital Markets Limited

(Formerly L&T Capital Markets Limited) Consideration transferred 2,957.76

Less:ValueofidentifiableassetsIntangible assets 589.00 Other net assets 661.57 Goodwillarisingonacquisitionofsubsidiaries 1,707.19 Deferred tax Liability recognised on customer relation 148.23 TotalGoodwill 1,855.43

D Impact on acquisitions on the results of the Group

The consolidated profit for the year ended March 31, 2021 includes net loss of ` 4.16 mn attributable to additional business generated by IIFL Wealth Capital Markets Limited (Formerly L&T Capital Markets Limited) . Revenue for the year includes ` 281.32 mn in respect of IIFL Wealth Capital Markets Limited (Formerly L&T Capital Markets Limited).

47 ADDITIONAL INFORMATION PURSUANT TO PARA 2 OF GENERAL INSTRUCTIONS FOR THE PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS:

Particulars Net assets, i.e., total assets minus total liabilities

Shareofprofitorloss Share in other comprehensive income

Share in total comprehensive income

As % of consolidated

net assets

Amount in Million

As % of consolidated profitorloss

Amount in Million


other comprehensive

income

Amount in Million


total comprehensive

income

Amount in Million

Parent

IIFL Wealth Management Limited 85.92% 24,297.22 173.45% 6,403.71 40.68% 0.48 173.41% 6,404.19

Subsidiaries

Indian

IIFL Wealth Prime Limited (Formerly IIFL Wealth Finance Ltd)*

59.96% 16,956.04 42.72% 1,577.16 484.75% 5.72 42.86% 1,582.87

IIFL Asset Management Limited 5.40% 1,525.95 22.07% 814.94 107.63% 1.27 22.10% 816.22


2.51% 708.98 7.32% 270.32 43.22% 0.51 7.33% 270.83

IIFL Wealth Portfolio Managers Limited (Formerly IIFL Alternate Asset Advisors Limited)

8.30% 2,347.43 14.00% 517.00 -31.36% (0.37) 13.99% 516.62

IIFL Investment Adviser and Trustee Services Limited

1.39% 394.11 0.43% 15.88 -1.69% (0.02) 0.43% 15.87


Particulars Net assets, i.e., total assets minus total liabilities

Shareofprofitorloss Share in other comprehensive income

Share in total comprehensive income


net assets

Amount in Million

As % of consolidated profitorloss

Amount in Million


other comprehensive

income

Amount in Million


total comprehensive

income

Amount in Million

IIFL Trustee Limited 0.11% 31.12 0.66% 24.50 5.08% 0.06 0.67% 24.56

IIFL Wealth Securities IFSC Limited (w.e.f June 22, 2018)

-0.01% (2.35) -0.03% (1.10) 0.00% - -0.03% (1.10)

IIFL Altiore Advisors Private Limited (w.e.f November 05, 2018) (Formerly known as Altiore Advisors Private Limited)

0.05% 13.18 -0.01% (0.32) 0.85% 0.01 -0.01% (0.31)

IIFL Wealth Employee Welfare benefit Trust (w.e.f August 01, 2018)

0.01% 2.35 0.17% 6.27 0.00% - 0.17% 6.27

Foreign

IIFL Asset Management (Mauritius) Limited (Formerly IIFL Private Wealth (Mauritius) Limited

0.50% 140.17 0.22% 7.99 -410.17% (4.84) 0.09% 3.14

IIFL Inc 0.11% 32.51 -0.67% (24.56) -142.37% (1.68) -0.71% (26.24)

IIFL Private Wealth Management (Dubai) Limited

0.33% 93.31 0.04% 1.36 -305.08% (3.60) -0.06% (2.24)

IIFL Private Wealth Hong Kong Limited

0.00% - -0.01% (0.42) -196.61% (2.32) -0.07% (2.74)

IIFL (Asia) Pte Limited - Consolidated

1.25% 354.74 0.09% 3.30 783.05% 9.24 0.34% 12.55

IIFL Capital Pte 2.91% 821.56 -5.01% (184.86) 321.19% 3.79 -4.90% (181.07)

IIFL Capital (Canada) Limited (w.e.f November 3, 2017)

0.05% 13.43 0.04% 1.34 83.05% 0.98 0.06% 2.32

Eliminations on Consolidation -68.79% (19,452.07) -155.49% (5,740.59) -682.20% (8.05) -155.66% (5,748.64)

Total 100.00% 28,277.68 100.00% 3,691.92 100.00% 1.18 100.00% 3,693.10

* Including step down subsidiary IIFL Wealth Capital Markets Limited (w.e.f. April 24, 2021) (Formerly L&T Capital Markets Limited)

48 UNDISTRIBUTED PROFITS

Deferred income taxes are not provided on the undistributed earnings of subsidiaries where it is expected that the earnings of the subsidiary will not be distributed in the foreseeable future.

49 SUBSEQUENT EVENTS

There were no subsequent events from the date of financial statements till the date of adoption of accounts

50 12. The spread of the COVID-19 pandemic including second wave across the globe and India contributed to significant volatility in global and Indian financial markets and a significant decrease in global and local economic activities. The ultimate duration and extent of the pandemic cannot reasonably be reasonably assessed and consequently the full impact on the business due to a COVID-19 related economic slowdown, changes in client sentiment and investment behaviour are currently unknown. The Group so far has continued to engage with clients and employees through the business continuity measures put in place and its technology platform with limited disruption. Further, the Group has assessed that it expects to navigate currently prevailing uncertain economic conditions due to the more severe Second wave based on its business model, profile of assets and liabilities and availability of liquidity and capital at its disposal. However, the extent to which the COVID-19 pandemic will ultimately impact the Group’s operations will depend on currently uncertain future developments.

Further, in respect of loan portfolio IIFL Wealth Prime Limited, a constituent, based on its current assessment and the policy for provisioning, approved by its Board of Directors, the Company does not envisage the need for any additional Expected Credit Loss (ECL) provision on the loans on account of the pandemic. However, ECL provisions required may differ from those estimated currently if situation worsens such future impact will be recognized prospectively

51 APPROVAL OF FINANCIAL STATEMENTS

The financial statements were approved for issuance by the Board of Directors on May 18, 2021


52 Previous year figures are regrouped/reclassified/rearranged where ever considered necessary to confirm to current year’s presentation.


Karan Bhagat Yatin ShahManaging Director Director

(DIN: 03247753) (DIN: 03231090)


Place : Mumbai Dated: May 18, 2021


An

nex

ure

AForm

AOC-I(Pursuanttofirstprovisotosub-section(3)ofsection129readwithrule5ofCompanies(Accounts)Rules,2014)

Statementcontainingsalientfeaturesofthefinancialstatementofsubsidiaries/associatecompanies/jointventures

Par

t “A

”: S

ub

sid

iari

es

Sr.

No.

Part

icul

ars

Rep

ortin

g Cu

rren

cy

Sha

re

Capi

tal

Res

erve

s &

Surp

lus

Exc

hang

e Ra

te

Tota

l A

sset

s To

tal

Liab

ilitie

s In

vest

men

ts

Tota

l Tu

rnov

er /

In

com

e

Profit/

(Los

s)

befo

re

taxa

tion

Pro

visi

on

for t

axat

ion

(incl

udin

g de

ferr

ed

tax)

Profitafter

taxa

tion

Pro

pose

d D

ivid

end

% o

f sh

areh

oldi

ng

1 II

FL T

rust

ee L

imite

d

INR

5

.00

26.

12

1.00

4

2.62

11

.50

-

39.

84

32.

61

8.11

2

4.50

-

10

0.00

%

2 II

FL W

ealth

Dis

trib

utio

n Se

rvic

es

Lim

ited

(For

mer

ly II

FL D

istr

ibut

ion

Serv

ices

Lim

ited)

INR

3

.00

705

.98

1.00

5

,347

.69

4,6

38.7

1 2

.29

857

.41

360

.50

90.

18

270

.32

-

100.

00%

3 II

FL A

sset

Man

agem

ent L

td

INR

3

21.0

0 1,

204.

95

1.00

2

,156.

72

630

.77

650

.52

2,6

83.7

9 1,

097.9

0 2

82.9

5 8

14.9

5 -

10

0.00

%

4 II

FL W

ealth

Por

tfol

io M

anag

ers

Lim

ited

(For

mer

ly II

FL A

ltern

ate

Ass

et

Adv

isor

s Li

mite

d)

INR

2

.49

2,3

44.9

4 1.

00

2,7

07.2

5 3

59.8

2 1,

764.

30

1,79

0.50

6

68.3

0 15

1.30

517

.00

-

100.

00%

5 II

FL In

vest

men

t Adv

iser

and

Tru

stee

Se

rvic

es L

imite

d IN

R

352

.25

41.8

6 1.

00

420

.27

26.

16

293

.47

118.

80

19.12

3

.24

15.8

8 -

10

0.00

%

6 II

FL W

ealth

Prim

e Li

mite

d (F

orm

erly

IIF

L W

ealth

Fin

ance

Ltd

) IN

R

3,0

54.9

4 13

,885

.06

1.00

7

0,56

8.49

5

3,62

8.49

2

4,98

4.33

9

,708

.08

1,92

3.64

3

61.7

6 1,

561.8

8 -

10

0.00

%

7 II

FL A

ltior

e A

dvis

ors

Lim

ited

(For

mer

ly

know

n as

Alti

ore

Adv

isor

s Pr

ivat

e Li

mite

d)

INR

1.

25

11.9

4 1.

00

13.5

7 0

.38

-

0.18

(0

.24)

0.0

8 (0

.32)

-

100.

00%

8 II

FL W

ealth

Sec

uriti

es IF

SC L

imite

d IN

R

1.00

(3

.35)

1.00

3

.27

5.6

2 -

-

(1

.10)

-

(1.10

)10

0.00

%

9 II

FL W

ealth

Em

ploy

ee W

elfa

re B

enefi

t Tr

ust

INR

0

.01

2.3

4 1.

00

3.0

9 0

.74

-

9.9

9 6

.90

0.6

3 6

.27

-

100.

00%

10 II

FL W

ealth

Cap

ital M

arke

ts L

imite

d (F

orm

erly

L&T

Cap

ital M

arke

ts L

imite

d)

INR

5

23.12

17

5.14

1.

00

759

.34

61.0

8 -

2

81.3

2 4

8.76

5

2.92

(4

.16)

100.

00%

11IIF

L (A

sia)

Pte

. Lim

ited

INR

4

73.17

(1

27.2

8) 1.

00

346

.80

0.9

2 3

44.5

4 -

(1

.41)

-

(1.4

1) -

10

0.00

%

S $

14

.00

(7.6

5) 5

4.43

6

.37

0.0

2 6

.33

-

(0.0

3) -

(0

.03)

-

12IIF

L Se

curit

ies

Pte.

Lim

ited

INR

4

9.15

15

.77

1.00

6

7.90

2.9

8 -

2

4.18

4

.71

-

4.7

1 -

10

0.00

%

S $

1.

03

0.16

5

4.43

1.

26

0.0

7 -

0

.45

0.0

9 -

0

.09

-

13IIF

L Ca

pita

l Pte

. Lim

ited

INR

9

96.3

6 (1

74.8

0) 1.

00

1,03

3.51

2

11.9

5 -

2

38.0

6 (1

84.8

6) -

(1

84.8

6) -

10

0.00

%

S $

18

.89

(3.7

9) 5

4.43

19

.00

3.9

0 -

4

.54

(3.3

8) -

(3

.38)

-

14IIF

L In

c IN

R

61.6

9 (2

9.18

) 1.

00

49.

37

16.8

7 -

4

7.56

(19.

64)

4.9

2 (2

4.56

) -

10

0.00

%

USD

1.

03

(0.5

8) 7

3.17

0

.74

0.2

9 -

0

.63

(0.2

7) 0

.07

(0.3

3) -

15IIF

L Pr

ivat

e W

ealth

Man

agem

ent

(Dub

ai) L

imite

d IN

R

57.9

9 3

5.33

1.

00

98.

55

5.2

3 -

3

0.57

1.

36

-

1.36

-

10

0.00

%

AED

3

.37

1.31

19

.92

4.9

5 0

.26

-

1.54

0

.09

-

0.0

9 -


Sr.

No.

Part

icul

ars

Rep

ortin

g Cu

rren

cy

Sha

re

Capi

tal

Res

erve

s &

Surp

lus

Exc

hang

e Ra

te

Tota

l A

sset

s To

tal

Liab

ilitie

s In

vest

men

ts

Tota

l Tu

rnov

er /

In

com

e

Profit/

(Los

s)

befo

re

taxa

tion

Pro

visi

on

for t

axat

ion

(incl

udin

g de

ferr

ed

tax)

Profitafter

taxa

tion

Pro

pose

d D

ivid

end

% o

f sh

areh

oldi

ng

16IF

L A

sset

Man

agem

ent (

Mau

ritiu

s)

Lim

ited

INR

4

.19

135.

98

1.00

14

1.79

1.62

-

3

0.70

7.

99

-

7.99

-

10

0.00

%

USD

0

.07

1.85

7

3.17

1.

94

0.0

2 -

0

.41

0.11

-

0

.11

-

17IIF

L Ca

pita

l (Ca

nada

) Lim

ited

INR

9

.57

3.8

6 1.

00

16.9

1 3

.48

-

17.5

2 1.

75

0.4

1 1.

34

-

100.

00%

CA

D

0.19

0

.04

58.

20

0.2

9 0

.06

-

0.3

1 0

.03

0.0

1 0

.02

-

Note1:Allsubsidiarieshavecommonyearendmarch31,2021hencenoadditionalinform

ationunderSection129(3)readwithRule5hasbeendisclosed.

Note2:Nam

esofthesubsidiarieswhichareyettoc ommenceoperations

IIFL

Wea

lth

Secu

ritie

s IF

SC L

imit

ed

Note3:Nam

esofthesubsidiarieswhichliquida tedorsoldduringthey ear

IIFL

Priv

ate

Wea

lth

Hon

g Ko

ng L

imit

ed

Par

t “B

”

Ass

oci

ates

an

d J

oin

t V

entu

res

Nam

e o

f A

sso

ciat

es /

Jo

int

Ven

ture

s1.

Late

st A

ud

ited

Bal

ance

Sh

eet

Dat

e2.

Sh

ares

of

Ass

oci

ate/

Join

t V

entu

res

hel

d b

y th

e C

om

pan

y o

n t

he

year

en

d

No

.

Am

ou

nt

of

Inve

stm

ent

in A

sso

cia

tes/

Join

t V

entu

re E

xten

t o

f H

old

ing

%3.

Des

crip

tio

n o

f h

ow

th

ere

is s

ign

ifica

nt

infl

uen

ce4.

Reasonwhytheassociate/jointventureisnotconsolidated

5.NetworthattributabletoshareholdingasperlatestauditedBalanceSheet

6.

Profit/Lossfortheyear:

i.C

on

sid

ered

in C

on

solid

ati

on

ii.N

ot

Co

nsi

der

ed in

Co

nso

lida

tio

n

No

t A

pp

lica

ble

1.N

am

es o

f a

sso

cia

tes

or

join

t ve

ntu

res

wh

ich

are

yet

to

co

mm

ence

op

era

tio

ns:

Nil

2.N

am

es o

f a

sso

cia

tes

or

join

t ve

ntu

res

wh

ich

hav

e b

een

liq

uid

ate

d o

r so

ld d

uri

ng

th

e ye

ar:

Nil

FO

R A

ND

ON

BE

HA

LF

OF

TH

E B

OA

RD

OF

DIR

EC

TOR

S

KA

RA

N B

HA

GA

TM

an

ag

ing

Dir

ecto

r (D

IN:

032

477

53)

YAT

IN S

HA

H

Dir

ecto

r(D

IN: 0

3231

09

0)

MIH

IR N

AN

AV

AT

I C

hie

f F

ina

nci

al O

ffice

rA

MIT

BH

AN

DA

RI

Co

mp

an

y S

ecre

tary

Pla

ce: M

um

ba

i

Da

te: M

ay

18, 2

021


Corporate Information

BOARD OF DIRECTORSMr. Nilesh Vikamsey, Chairman and Independent Director

Mr. Karan Bhagat, Managing Director

Mr. Subbaraman Narayan, Independent Director

Mr. Pankaj Vaish, Independent Director

Ms. Geeta Mathur, Independent Director

Mr. Gopalakrishnan Soundarajan, Non-Executive Director

Mr. Nirmal Jain, Non-Executive Director

Mr. R. Venkataraman, Non-Executive Director

Mr. Yatin Shah, Non-Executive Director

Mr. Sandeep Naik, Non-Executive Director

Mr. Shantanu Rastogi, Non-Executive Director

COMMITTEES OF BOARDAUDIT COMMITTEE

Ms. Geeta Mathur, Chairperson

Mr. Nilesh Vikamsey


Mr. Pankaj Vaish

NOMINATION AND REMUNERATION COMMITTEE

Ms. Geeta Mathur, Chairperson

Mr. Nirmal Jain

Mr. Nilesh Vikamsey

Mr. Sandeep Naik

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Mr. Karan Bhagat, Chairman

Mr. Nirmal Jain

Mr. Nilesh Vikamsey

Mr. Sandeep Naik


STAKEHOLDERS RELATIONSHIP COMMITTEE

Mr. R. Venkataraman, Chairman

Mr. Pankaj Vaish

Mr. Yatin Shah

RISK MANAGEMENT COMMITTEE

Mr. Shantanu Rastogi, Chairman

Mr. R. Venkataraman

Mr. Karan Bhagat

Mr. Nilesh Vikamsey

Ms. Geeta Mathur

CHIEF FINANCIAL OFFICERMr. Mihir Nanavati

COMPANY SECRETARYMr. Ashutosh Naik- till October 14, 2020

Mr. Amit Bhandari- w.e.f February 2, 2021

AUDITORSDeloitte Haskins & Sells LLP, Chartered Accountants

INTERNAL AUDITORSKPMG

REGISTERED & CORPORATE OFFICEIIFL Centre, Kamala City, Senapati Bapat Marg, Lower Parel (West),

Mumbai (MH) – 400 013

BANKERSICICI BANK LIMITED, HDFC BANK LIMITED

CORPORATE IDENTIFICATION NUMBERL74140MH2008PLC177884

CAUTIONARY STATEMENTThis document contains forward-looking statement and information. Such statements are based on our current

expectations and certain assumptions, and are, therefore, subject to certain risk and uncertainties. Should one or

more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results

may vary. IIFL Wealth Management Limited does not intend to assume any obligation or update or revise these

forward-looking statements in light of developments, which differs from those anticipated.

IIFL Centre, Kamala City, Senapati Bapat Marg,

Lower Parel West, Mumbai 400013

Tel: (022) 4876 5600 | Fax: (022) 4646 4706

Email: [email protected], [email protected]

Web: www.iiflwealth.com

August 23, 2021 The Manager, Listing Department, BSE ...

Documents